Silver Point Capital, L.P.: investment adviser

The Funds include: 1. Silver Point Capital Fund, L.P. (the "Domestic Flagship Fund"), Silver Point Capital Offshore Fund, Ltd. (the "Offshore Flagship Fund") and Silver Point Capital Offshore Master Fund, L.P. (the "Master Flagship Fund" and together with the Domestic Flagship Fund and the Offshore Flagship Fund, the "Flagship Funds"). The Offshore Flagship Fund invests substantially all of its assets in a "master-feeder" structure into the Master Flagship Fund. Silver Point Capital General Partner, LLC (the "Domestic Flagship GP") serves as the general partner of the Domestic Flagship Fund and Silver Point Capital Offshore General Partner, LLC (the "Master Flagship GP" and together with the Domestic Flagship GP, the "Flagship GPs") serves as the general partner of the Master Flagship Fund. 2. Silver Point Select Opportunities Fund A, L.P. (the "Select Opportunities Fund"). Silver Point provides investment advisory services to the Select Opportunities Fund. Silver Point Select General Partner, LLC (the "Select Opportunities GP") serves as the general partner of the Select Opportunities Fund. 3. Silver Point Distressed Opportunities Fund, L.P. (the "Domestic Distressed Opportunities Fund"), Silver Point Distressed Opportunities Offshore Fund, L.P. (the "Offshore Distressed Opportunities Fund") and Silver Point Distressed Opportunities Offshore Master Fund, L.P. (the "Offshore Master Distressed Opportunities Fund" and together with the Domestic Distressed Opportunities Fund and the Offshore Distressed Opportunities Fund, the "Distressed Opportunities Funds"). An affiliate of Silver Point, Silver Point Distressed Opportunities Management, LLC ("Distressed Fund Management"), provides investment advisory services to the Distressed Opportunities Funds. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Distressed Opportunities Onshore General Partner, LLC (the "Domestic Distressed Fund GP") serves as the general partner of the Domestic Distressed Opportunities Fund and Silver Point Distressed Opportunities Offshore General

Partner, LLC (the "Offshore Distressed Fund GP" and together with the Domestic Distressed Fund GP, the "Distressed Fund GPs") serves as the general partner of the Offshore Distressed Opportunities Fund and the Offshore Master Distressed Opportunities Fund. 4. Silver Point Distressed Opportunity Institutional Partners, L.P. (the "Domestic Distressed Institutional Fund"), Silver Point Distressed Opportunity Institutional Partners (Offshore), L.P. (the "Offshore Distressed Institutional Fund") and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (the "Offshore Master Distressed Institutional Fund" and together with the Domestic Distressed Institutional Fund and the Offshore Distressed Institutional Fund, the "Distressed Institutional Funds"). Distressed Fund Management provides investment advisory services to the Distressed Institutional Funds. Domestic Distressed Fund GP serves as the general partner of the Domestic Distressed Institutional Fund and Offshore Distressed Fund GP serves as the general partner of the Offshore Distressed Institutional Fund and the Offshore Master Distressed Institutional Fund. 5. Silver Point Specialty Credit Fund II, L.P. (the "Domestic SCF II"), Silver Point Specialty Credit Fund II (Offshore), L.P. (the "Offshore SCF II"), Silver Point Specialty Credit Fund II (Offshore) B, L.P. (the "Offshore SCF II B"), Silver Point Specialty Credit Fund II (Offshore) C, L.P. (the "Offshore SCF II C"), Silver Point Specialty Credit Fund II Mini-Master Fund, L.P. (the "Domestic SCF II Mini-Master") and Silver Point Specialty Credit Fund II Mini-Master Fund (Offshore), L.P. (the "Offshore SCF II Mini-Master" and together with the Domestic SCF II, the Offshore SCF II, the Offshore SCF II B, the Offshore SCF II C and the Domestic SCF II Mini-Master, the "SCF II"). An affiliate of Silver Point, Silver Point Specialty Credit Fund II Management, LLC ("SCF II Management"), provides investment advisory services to the SCF II. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Specialty Credit Fund II General Partner, LLC (the "SCF II GP") serves as the general partner of the SCF II. 6. Silver Point Specialty Credit Silver Star Fund, L.P. (the "Silver Star Fund"). An affiliate of Silver Point, Silver Point Specialty Credit Silver Star Fund Management, LLC ("Silver Star Management"), provides investment advisory services to the Silver Star Fund. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Specialty Credit Silver Star Fund GP, LLC (the "Silver Star GP") serves as the general partner of the Silver Star Fund. 7. Silver Point Loan Funding, LLC (the "Loan Funding"). An affiliate of Silver Point, Silver Point Loan Funding Management, LLC ("Loan Funding Management"), provides investment advisory services to the Loan Funding and serves as the manager of the Loan Funding. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. 8. Silver Point CLO 1, Ltd. (the "CLO 1"). An affiliate of Silver Point, Silver Point RR Manager, L.P. (the "RR Manager"), provides investment advisory services to the CLO 1. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Karen Perkins and Jamie Sanford serve as the directors of the CLO 1.

9. Silver Point Specialty Credit Fund III, L.P. (the "Domestic SCF III"), Silver Point Specialty Credit Fund III (Offshore), L.P. (the "Offshore SCF III"), Silver Point Specialty Credit III Master Fund, L.P. (the "Domestic SCF III Master") and Silver Point Specialty Credit III Master Fund (Offshore), L.P. (the "Offshore SCF III Master" and together with the Domestic SCF III, the Offshore SCF III and the Domestic SCF III Master, the "SCF III"). An affiliate of Silver Point, Silver Point Specialty Credit Fund III Management, LLC ("SCF III Management"), provides investment advisory services to the SCF III. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Specialty Credit Fund III Onshore General Partner, LLC (the "Domestic SCF III GP") serves as the general partner of the Domestic SCF III and the Domestic SCF III Master. Silver Point Specialty Credit Fund III Offshore General Partner, LLC (the "Offshore SCF III GP" and together with the Domestic SCF III GP, the "SCF III GPs") serves as the general partner of the Offshore SCF III and the Offshore SCF III Master. 10. Silver Point Distressed Opportunity Institutional Partners II, L.P. (the "Domestic Distressed II Institutional Fund"), Silver Point Distressed Opportunity Institutional Partners II (Offshore), L.P. (the "Offshore Distressed II Institutional Fund"), SP Distressed Opportunity IP II Intermediate, L.P. (the "Distressed II Intermediate Fund"), Silver Point Distressed Opportunity Institutional Partners II Master Fund, L.P. (the "Domestic Master Distressed II Institutional Fund") and Silver Point Distressed Opportunity Institutional Partners II Master Fund (Offshore), L.P. (the "Offshore Master Distressed II Institutional Fund" and together with the Domestic Distressed II Institutional Fund, the Offshore Distressed II Institutional Fund, the Distressed II Intermediate Fund and the Domestic Master Distressed II Institutional Fund, the "Distressed II Institutional Funds"). An affiliate of Silver Point, Silver Point Distressed Opportunity Institutional Partners II Management, LLC ("Distressed II Management"), provides investment advisory services to the Distressed II Institutional Funds. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Distressed Opportunity Institutional Partners II Onshore General Partner, LLC (the "Domestic Distressed Fund II GP") serves as the general partner of the Domestic Distressed II Institutional Fund and the Domestic Master Distressed II Institutional Fund and Silver Point Distressed Opportunity Institutional Partners II Offshore General Partner, LLC (the "Offshore Distressed Fund II GP" and together with the Domestic Distressed Fund II GP, the "Distressed II GPs") serves as the general partner of the Offshore Distressed II Institutional Fund, the Distressed II Intermediate Fund and the Offshore Master Distressed II Institutional Fund. 11. Silver Point CLO 2, Ltd. (the "CLO 2"). The RR Manager provides investment advisory services to the CLO 2. Karen Perkins and Jamie Sanford serve as the directors of the CLO 2. 12. Silver Point CLO 3, Ltd. (the "CLO 3"). The RR Manager provides investment advisory services to the CLO 3. Karen Perkins and Jamie Sanford serve as the directors of the CLO 3. 13. Silver Point Select B Opportunities Fund, L.P. (the "Select B Opportunities Feeder"), Silver Point Select B Master I, L.P. (the "Select B Master Fund I")

and Silver Point Select B Master II, L.P. (the "Select B Master Fund II" and together with the Select B Opportunities Feeder and the Select B Master Fund I, the "Select B Opportunities Fund"). Silver Point Select B Management, LLC ("Select B Management") provides investment advisory services to the Select B Fund. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Select B GP I, LLC (the "Select B GP I") serves as the general partner of the Select B Opportunities Feeder and the Select B Master Fund I. Silver Point Select B GP II, LLC (the "Select B GP II" and together with the Select B GP I, the "Select B GPs") serves as the general partner of the Select B Master Fund II. 14. Silver Point CLO 4, Ltd. (the "CLO 4"). The RR Manager provides investment advisory services to the CLO 4. Karen Perkins and Jamie Sanford serve as the directors of the CLO 4. 15. Silver Point CLO 5, Ltd. (the "CLO 5"). An affiliate of Silver Point, Silver Point CLO Management, LLC (the "CLO Manager"), provides investment advisory services to the CLO 5. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Karen Perkins and Jamie Sanford serve as the directors of the CLO 5. 16. SPPC Cayman Fund, L.P. (the "SPPC Cayman Fund"). SPPC General Partner, LLC (the "SPPC GP") serves as the general partner of the SPPC Cayman Fund. SPPC Cayman Fund invests in Silver Point Private Credit Fund (the “Private Credit Fund” and together with SPPC Cayman Fund, “SPPC”), which is managed by Silver Point Private Credit Fund Management, LLC (“Private Credit Fund Management”), an affiliate of Silver Point. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. 17. Silver Point Select Overflow Fund, L.P. – Series 1 (the "Domestic Select Overflow Fund – Series 1"), Silver Point Select Overflow Offshore Fund, L.P. – Series 1 (the "Offshore Select Overflow Fund – Series I") and Silver Point Select Overflow Offshore Master Fund, L.P. – Series I (the "Offshore Master Select Overflow Fund – Series 1" and together with the Domestic Select Overflow Fund – Series 1 and the Offshore Select Overflow Fund – Series 1, the "Select Overflow Funds – Series 1"). An affiliate of Silver Point, Silver Point Select Overflow Fund Management, LLC ("Select Overflow Management"), provides investment advisory services to the Select Overflow Funds – Series 1. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Select Overflow Fund Onshore General Partner, LLC (the "Domestic Select Overflow GP") serves as the general partner of the Domestic Select Overflow Fund – Series 1. Silver Point Select Overflow Fund Offshore General Partner, LLC (the "Offshore Select Overflow GP" and together with the Domestic Select Overflow GP, the "Select Overflow GPs") serves as the general partner of the Offshore Select Overflow Fund – Series 1 and the Offshore Master Select Overflow Fund – Series 1. 18. Silver Point CLO 6, Ltd. (the "CLO 6"). The CLO Manager provides investment advisory services to the CLO 6. Karen Perkins and Jamie Sanford serve as the directors of the CLO 6.

19. Silver Point CLO 7, Ltd. (the "CLO 7"). The CLO Manager provides investment advisory services to the CLO 7. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 7. 20. Silver Point Select C Opportunities Fund, L.P. (the "CLOEF I Feeder") and Silver Point Select C Master, L.P. (the "CLOEF I Master" and together with the CLOEF I Feeder, the "CLOEF I"). An affiliate of Silver Point, Silver Point Select C Management, LLC ("CLOEF I Management"), provides investment advisory services to the CLOEF I. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Select C GP II, LLC (the "CLOEF I GP") serves as the general partner of the CLOEF I Feeder and the CLOEF I Master. 21. Silver Point CLO 8, Ltd. (the "CLO 8"). An affiliate of Silver Point, Silver Point Select C CLO Manager, LLC (the "Select C CLO Manager"), provides investment advisory services to the CLO 8. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 8. 22. Silver Point CLO 9, Ltd. (the "CLO 9"). The Select C CLO Manager provides investment advisory services to the CLO 9. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 9. 23. Silver Point CLO 10, Ltd. (the "CLO 10"). The Select C CLO Manager provides investment advisory services to the CLO 10. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 10. 24. Silver Point CLO 11, Ltd. (the "CLO 11"). The Select C CLO Manager provides investment advisory services to the CLO 11. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 11. 25. Silver Point Specialty Credit Fund (U) III Lux, SCSp (the " SCF (U) III Lux Fund"), Silver Point SCF (U) III Master Fund, L.P. (the "Domestic SCF (U) III Master") and Silver Point SCF (U) III Offshore Master Fund, L.P. (the "Offshore SCF (U) III Master" and together with the SCF (U) III Lux Fund and the Domestic SCF (U) III Master, the "SCF (U) III"). An affiliate of Silver Point, Silver Point SCF (U) III Management, LLC ("SCF (U) III Management"), provides investment advisory services to the SCF (U) III. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point SCF (U) III Onshore GP, LLC (the "Domestic SCF (U) III GP") serves as the general partner of the Domestic SCF (U) III Master. Silver Point SCF (U) III Offshore GP, LLC (the "Offshore SCF (U) III GP") serves as the general partner of the Offshore SCF (U) III Master. Silver Point SCF (U) III Lux GP S.à r.l. (the "Lux SCF (U) III GP" and together with the Domestic SCF (U) III GP and the Offshore SCF (U) III GP, the "SCF (U) III GPs") serves as the general partner of the SCF (U) III Lux Fund. 26. Silver Point CLO Equity Fund II, L.P. (the "Domestic CLOEF II"), Silver Point CLO Equity Fund II (Offshore), L.P. (the "Offshore CLOEF II") and Silver Point CLO Equity Fund II Master, L.P. (the "CLOEF II Master" and together with the Domestic CLOEF II and the Offshore CLOEF II, the "CLOEF II" and

the CLOEF II together with the CLOEF I, the "CLO Equity Funds"). An affiliate of Silver Point, Silver Point CLO Equity Fund II Management, LLC ("CLOEF II Management"), provides investment advisory services to the CLOEF II. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point CLO Equity Fund II GP, LLC (the "CLOEF II GP") serves as the general partner of the Domestic CLOEF II, the Offshore CLOEF II and the CLOEF II Master. 27. Silver Point Select Overflow Fund, L.P. – Series 2 (the "Domestic Select Overflow Fund – Series 2"), Silver Point Select Overflow Offshore Fund, L.P. – Series 2 (the "Offshore Select Overflow Fund – Series 2") and Silver Point Select Overflow Offshore Master Fund, L.P. – Series 2 (the "Offshore Master Select Overflow Fund – Series 2" and together with the Domestic Select Overflow Fund – Series 2 and the Offshore Select Overflow Fund – Series 2, the "Select Overflow Funds – Series 2" and the Select Overflow Funds – Series 2 together with the Select Overflow Funds – Series 1, the "Select Overflow Funds"). Select Overflow Management, provides investment advisory services to the Select Overflow Funds – Series 2. The Domestic Select Overflow GP serves as the general partner of the Domestic Select Overflow Fund – Series 2. The Offshore Select Overflow GP serves as the general partner of the Offshore Select Overflow Fund – Series 2 and the Offshore Master Select Overflow Fund – Series 2. 28. Silver Point CLO 12, Ltd. (the "CLO 12"). The Select C CLO Manager provides investment advisory services to the CLO 12. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 12. 29. Silver Point CLO 13, Ltd. (the "CLO 13"). An affiliate of Silver Point, Silver Point CLO Equity Fund II Manager, LLC (the "CLO Equity Fund II Manager"), provides investment advisory services to the CLO 13. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 13. 30. Silver Point Euro CLO 1, DAC (the "Euro CLO 1"). The Select C CLO Manager provides investment advisory services to the Euro CLO 1. Colm O Murchadha and Adithya Sivaraman serve as the directors of the Euro CLO 1. 31. Silver Point CLO 14, Ltd. (the "CLO 14" and together with the CLO 1, the CLO 2, the CLO 3, the CLO 4, the CLO 5, the CLO 6, the CLO 7, the CLO 8, the CLO 9, the CLO 10, the CLO 11, the CLO 12, the CLO 13 and the Euro CLO 1, the "Silver Point CLOs"). The Select C CLO Manager provides investment advisory services to the CLO 14. Dianne Farjallah, John Fawkes, Aoife Kenny and WNL Limited serve as the directors of the CLO 14. References herein to "Silver Point" shall be deemed to include Silver Point, Distressed Fund Management, SCF II Management, Silver Star Management, Loan Funding Management, the RR Manager, SCF III Management, Distressed II Management, the CLO Manager, Select B Management, Private Credit Fund Management, Select Overflow Management, CLOEF I Management, Select C CLO Manager, SCF (U) III Management, CLOEF II Management, CLO Equity Fund II Manager, the Domestic Flagship GP, the Master Flagship GP, the Select Opportunities GP, the Distressed Fund GPs, the SCF II GP, the Silver Star GP, the SCF III

GPs, the Distressed II GPs, the Select B GPs, the SPPC GP, the Select Overflow GPs, the CLOEF I GP, the SCF (U) III GPs and/or the CLOEF II GP, where applicable. The Flagship GPs, the Select Opportunities GP, Distressed Fund Management, the Distressed Fund GPs, SCF II Management, the SCF II GP, Silver Star Management, the Silver Star GP, Loan Funding Management, the RR Manager, SCF III Management, the SCF III GPs, Distressed II Management, the Distressed II GPs, the CLO Manager, Select B Management, the Select B GPs, Private Credit Fund Management, the SPPC GP, Select Overflow Management, the Select Overflow GPs, CLOEF I Management, the CLOEF I GP, Select C CLO Manager, SCF (U) III Management, the SCF (U) III GPs, CLOEF II Management, the CLOEF II GP and CLO Equity Fund II Manager are presently registered (or treated as registered) as investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), pursuant to Silver Point's Form ADV, which contains an entry in Schedule R for each of Distressed Fund Management, SCF II Management, Silver Star Management, Loan Funding Management, the RR Manager, SCF III Management, Distressed II Management, the CLO Manager, Select B Management, Private Credit Fund Management, Select Overflow Management, CLOEF I Management, Select C CLO Manager, SCF (U) III Management, CLOEF II Management and CLO Equity Fund II Manager and lists the Flagship GPs, the Select Opportunities GP, the Distressed Fund GPs, the SCF II GP, the Silver Star GP, the SCF III GPs, the Distressed II GPs, the Select B GPs, the SPPC GP, the Select Overflow GPs, the CLOEF I GP, the SCF (U) III GPs and/or the CLOEF II GP in Section 7.A of Schedule D. The Funds are structured as Delaware limited partnerships, Delaware limited liability companies, Cayman Islands exempted companies, Cayman Islands exempted limited partnerships, Jersey limited companies, Luxembourg sociétés en commandite spéciale or Irish designated activity companies. As used herein, the term "client" generally refers to each Fund. Silver Point Finance, LLC, a Delaware limited liability company wholly owned by Silver Point, is the entity used publicly by Silver Point to describe its lending business. This Brochure generally includes information about Silver Point and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not contain all of the terms and conditions related to an investment in the Funds or all of the risks associated with any such investment, and certain of the information contained herein is in summary form. As a result, prior to any investment in any Fund, all prospective investors should carefully review the offering memorandum for such Fund. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities are generally offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds generally must be both "accredited investors", as defined in Regulation D, and "qualified purchasers", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

Investment Strategies and Types of Investments Silver Point's investment strategy with respect to the Flagship Funds focuses on making investments in debt, equity or other securities, obligations or instruments of misvalued, mislevered, leveraged or financially distressed companies and in event-oriented and other special situations. Silver Point's investment strategies with respect to the Select Opportunities Fund are to invest pro rata alongside the Silver Point Specialty Lending Fund (the "Specialty Lending Fund"), which elected to be treated as a business development company ("BDC") under the 1940 Act, the SCF II, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III. Silver Point's investment strategies with respect to the Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds are to invest opportunistically in debt, equity and other financial instruments, obligations and assets, with a particular focus on companies and/or instruments that are stressed, distressed, overleveraged and/or going through restructurings, bankruptcies or other complex situations. The Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds have flexibility to invest in a wide variety of instruments, including less liquid and longer duration investments, and may have a concentrated portfolio, including control positions. Silver Point's investment strategy with respect to the SCF II, the SCF III and the SCF (U) III is to originate loans to small and middle market companies and invest in specialty bridge financings, rescue financings and secondary purchases of loans and other credit-related assets. The SCF II, the SCF III and the SCF (U) III may also make investments in other assets. Silver Point's investment strategy with respect to the Silver Star Fund is to invest alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds, in each case, on an "overflow basis" after such funds have received their entire desired share of each investment opportunity falling within their respective investment programs, as determined by the applicable fund's investment adviser. Silver Point's investment strategies with respect to the Loan Funding are to invest (i) pro rata alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III, or (ii) alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds on an "overflow basis" with respect to secondary opportunities after such funds have received their entire desired share of each such secondary opportunity falling within the investment program of such funds but that exceed the capacity of such funds. Silver Point's investment strategy with respect to the Silver Point CLOs focuses on making investments consisting primarily of senior secured performing credit loans, bonds and other debt securities purchased in the secondary market. Silver Point's investment strategy with respect to the Select B Opportunities Fund is to primarily target stressed and distressed investments.

Silver Point's investment strategy with respect to SPPC is to achieve stable income generation by investing primarily in U.S. middle market lending opportunities, and specialty asset-based financings. It is anticipated that the majority of these investments will be in senior secured debt, though SPPC may also make investments in other assets. SPPC will focus on U.S. middle market opportunities, but may also invest a portion of its capital in opportunistic investments, including, but not limited to, equity and debt securities (secured or unsecured) and loans. In February 2026, the Private Credit Fund elected to be treated as a BDC under the 1940 Act (the "Conversion") and elected to be treated as a regulated investment company (a "RIC") for U.S. federal income tax purposes. Silver Point's investment strategy with respect to the Select Overflow Funds is to invest in the bonds and/or debt of a single issuer and other financial instruments of or relating to such issuer and any related investments, including in entities spun out of such issuer. Silver Point's investment strategy with respect to the CLO Equity Funds is primarily to purchase interests in broadly-syndicated collateralized loan obligations (each, a "CLO") originated by Silver Point (at or after the date of such origination, including in any warehouse facility that holds or acquires a portfolio of loans). In addition to its primary strategy of investing in the equity of CLOs managed by Silver Point, the CLOEF II may also make opportunistic investments, including in (i) CLOs managed by third parties, (ii) CLO debt in CLOs managed by Silver Point; (iii) securities and obligations of issuers owned by CLOs in which the CLO Equity Funds have invested that may not fit within applicable CLO constraints, (iv) any investments purchased or transferred from a CLO or warehouse facility to the CLO Equity Funds and (v) loans and bonds generally. Please see Item 8 for a more detailed description of the investment strategies pursued and types of investments made by the Funds. The descriptions set forth in this Brochure of specific advisory services that Silver Point offers to clients, and investment strategies pursued and investments made by Silver Point on behalf of its clients, should not be understood to limit in any way Silver Point's investment activities. Silver Point may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, Silver Point considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies Silver Point pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Customized Services for Individual Clients Silver Point's investment decisions and advice with respect to each Fund are subject to each Fund's investment objectives and guidelines, as set forth in its offering documents. Assets Under Management Silver Point and its affiliates, including Silver Point Specialty Credit Fund Management, LLC and Silver Point Private Credit Fund Management, LLC, manage approximately $47.7 billion of regulatory assets under management attributable to its clients on a discretionary basis (inclusive of BDCs subject to separate registrations). Information with respect to the amount of assets under management is generally provided as of December 31, 2025, but includes investor capital activity in the Flagship Funds as of January 1, 2026.

management fees, payable quarterly in advance for the Flagship Funds, the Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds and payable quarterly in arrears for the SCF II, the SCF III and the SCF (U) III, based on (i) the net asset value of the Domestic Flagship Fund and the Master Flagship Fund or a subsidiary thereof attributable to the interests held by each investor, (ii) the invested capital of each investor in the Distressed Opportunities Funds, the Distressed Institutional Funds or the Distressed II Institutional Funds or (iii) the net amount of contributed capital of each investor in the SCF II, the SCF III and the SCF (U) III. The specific payment terms and other conditions of the management fee payable to Silver Point in respect of the Flagship Funds, the Distressed Opportunities Funds, the Distressed Institutional Funds, the SCF II, the SCF III, the Distressed II Institutional Funds and the SCF (U) III are set forth in the applicable offering documents or side letters (in the case of the Distressed Institutional Funds, the SCF II, the SCF III, the Distressed II Institutional Funds and the SCF (U) III). Silver Point, in its sole discretion, may reduce, waive or calculate differently the management fee with respect to any investor, and it has done so with respect to employees of Silver Point, certain other related persons and certain Distressed Institutional Funds, SCF II, SCF III, Distressed II Institutional Funds and SCF (U) III investors (based on the size or timing of their investment). Incentive and Performance-Based Compensation: Incentive compensation for the Flagship Funds is generally equal to 20% of net realized and unrealized capital appreciation for each year, excluding unrealized appreciation attributable to side pocketed investments ("Designated Investments"), after making up any losses carried forward from prior years as further discussed in the offering documents for the Flagship Funds. Incentive compensation is generally charged after the close of each fiscal year and upon interim-year withdrawals and is calculated separately for each subscription. Performance-based compensation for the Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds is in the form of carried interest generally equal to 20% of all income, gains and losses derived from investments after the return to investors of their capital contributions and a preferred return thereon. Incentive compensation for the SCF II, the SCF III and the SCF (U) III is based on income, gains and losses derived from investments after the return to investors of their capital contributions and a preferred return thereon.

The specific terms and other conditions of the incentive or performance-based compensation payable or allocable to Silver Point in respect of the Flagship Funds, the Distressed Opportunities Funds, the Distressed Institutional Funds, the SCF II, the SCF III, the Distressed II Institutional Funds and the SCF (U) III are set forth in the applicable offering documents. Silver Point, in its sole discretion, may reduce, waive or calculate differently the incentive or performance-based compensation with respect to any investor and has done so with respect to employees of Silver Point and certain other related persons. Advisory Fees and Compensation – The Select Opportunities Fund Management Fees and Incentive Compensation. The Select Opportunities Fund will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears and incentive compensation calculated and payable quarterly in arrears as set forth in the offering documents of the Select Opportunities Fund. The Select Opportunities Fund may establish and negotiate additional management fees and incentive compensation with investors in the Select Opportunities Fund and the precise amount of, and manner and calculation of, such additional fees and compensation will be set forth in the offering documents received by each investor prior to its investment in the Select Opportunities Fund strategy related to such additional fees and compensation. Advisory Fees and Compensation – The Silver Star Fund Management Fees and Incentive Compensation. The Silver Star Fund will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears and incentive compensation calculated and payable quarterly and annually in arrears, as set forth in the Silver Star Fund's governing documents. Advisory Fees and Compensation – The Loan Funding Management Fees and Incentive Compensation. The Loan Funding will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears and an incentive fee paid annually, as set forth in the Loan Funding's transaction documents. Advisory Fees and Compensation – The Silver Point CLOs Management Fees and Incentive Compensation. The Silver Point CLOs will pay to Silver Point an asset-based senior management fee, an asset-based subordinated management fee and incentive management fees, each payable quarterly in arrears, as set forth in the collateral management agreements between the each of the Silver Point CLOs and its respective manager. Advisory Fees and Compensation – The Select B Opportunities Fund Management Fees and Performance-Based Compensation. The Select B Opportunities Fund will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears, based on the net asset value of the Select B Opportunities Fund attributable to the interests held by each investor. The Select B Opportunities Fund may establish and negotiate additional management fees and incentive compensation with investors in the Select B Opportunities Fund and the precise amount of, and manner and calculation of, such additional fees and compensation will be set forth in the offering documents received by each investor

prior to its investment in the Select B Opportunities Fund strategy related to such additional fees and compensation. Advisory Fees and Compensation – SPPC Management Fees and Incentive Compensation. SPPC will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears and incentive compensation calculated and payable quarterly and annually in arrears, as set forth in SPPC's governing documents. SPPC Cayman Fund’s pro rata portion of any management fee, incentive fee or other similar fee incurred in connection with the Private Credit Fund, as well as the SPPC Cayman Fund’s pro rata portion of the Private Credit Fund’s operating expenses, are ultimately indirectly borne by SPPC Cayman Fund, without duplication. Advisory Fees and Compensation – The Select Overflow Funds Management Fees and Incentive Compensation. The Select Overflow Funds will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in advance and incentive compensation in the form of carried interest calculated based on all income, gains and losses derived from investments after the return to investors of their capital contributions. Advisory Fees and Compensation – The CLO Equity Funds Management Fees and Incentive Compensation. The CLO Equity Funds will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in advance and incentive compensation in the form of carried interest calculated as set forth in the CLO Equity Funds' governing documents. Payment of Fees Fees and compensation paid or allocated to Silver Point or its affiliates by the Funds are generally deducted from the assets of such clients or from capital called. As discussed above, management fees are generally deducted on a quarterly basis, incentive compensation is generally deducted or allocated on a quarterly or annual basis and upon a redemption or withdrawal of an investor and performance-based compensation is generally deducted or allocated on a realization basis, depending upon the Fund. Additional Fees and Expenses – The Funds Generally Expenses: Subject to its offering documents, each Fund generally bears its own expenses resulting from or arising in connection with its organization, offering and operations. Such expenses may include the following: (i)

third party legal, accounting, tax, auditing, consulting and other service-related expenses, including of other professionals;

(ii)

fees payable to sub-advisors;

(iii)

the management fees;

(iv)

costs of obtaining and maintaining and fidelity bonding;

(v)

fees and expenses incurred in connection with the origination, investment activities, operations, administration, transactions, meetings, and liquidation;

(vi)

professional liability insurance (including costs relating to directors' and officers' liability insurance and errors and omissions insurance);

(vii)

fees and expenses associated with the Funds’ information, technology, communication, research and market data costs (including Bloomberg data and terminals or other devices or technology (including tools utilizing artificial intelligence) used to receive market research or data);

(viii)

fees and expenses (including legal fees, due diligence and travel, lodging and meals) relating to establishing and maintaining auditor, depositary, custodial, transfer agent, underwriter, trust services, administration services or prime brokerage relationships;

(ix)

fees and costs (including legal fees) of entering into ISDAs;

(x)

custodial and depositary fees;

(xi)

bank service fees;

(xii)

investment-related fees and expenses (such as brokerage commissions, third-party sourcing fees (based on quantitative, qualitative or other criteria), fees and expenses of legal and other compliance professionals (including related to monitoring Silver Point's information barrier), due diligence expenses and travel, lodging, conference and meal expenses) related to the sourcing, evaluation, discovery, investigation, negotiation, development, analysis, monitoring, structuring, purchase, trading, settling, holding or sale of investments, whether or not the investments are consummated (see also Item 12 Brokerage Practices), including the costs of data, benchmark licensing, third-party screening tools and other information or technology to undertake sustainability analysis, monitoring or investor reporting in relation to investments;

(xiii)

fees and expenses relating to establishing reputation and public relations in connection with self-sourced lending, investments or other financial transactions;

(xiv)

fees and expenses of any finders, senior advisors, originators, consultants (including sourcing consultants, operating consultants, research consultants, industry executives, advisors, operating executives and partners, consultants performing services with respect to portfolio companies, including related to private equity operations, industry expert consultants, tax consultants, other subject matter consultants and/or consultants or experts on sustainability matters including in relation to investments and any such person that participates in an advisory or other board established by Silver Point or its affiliates), which fees and expenses may be calculated based on assets or performance and/or include a fixed fee retainer, and/or fees and expenses in connection with identifying and/or

engaging any such persons, independent and/or non-executive directors, and other persons acting in a similar capacity (in each case, whether or not such persons are engaged by a Fund and/or its affiliates in a dedicated or exclusive capacity); (xv)

costs and expenses related to attending investment, financing or business-related conferences, road shows, or other events (including travel, lodging and meals), including in connection with the sourcing of future investments, business sector or financing opportunities, the evaluation of potential investments or financing opportunities (irrespective of whether any such investment is ultimately consummated or financing opportunity is entered into) or otherwise related to business development and research;

(xvi)

expenses related to any aggregating or special purpose platform, or joint venture vehicles, special purpose vehicles and alternative investment vehicles (including formation and overhead expenses of an ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits including insurance, payroll taxes and compensation of all employees related thereto ("Overhead Expenses") and other fees and expenses related thereto, which may be calculated based on assets or performance);

(xvii)

any and all costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including with respect to credit agreements, margin financing, asset-backed securitizations and collateralized loan obligations, total return swaps and other derivatives, commitment-based financing, reverse repurchase agreements, and other borrowings, and including any principal or interest on the Fund's borrowings and indebtedness (including fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in guaranteeing the obligations of any issuers or their affiliates);

(xviii) fees and expenses of rating agencies and any other fees and expenses incurred in connection with obtaining and maintaining ratings for any of the CLO securities; (xix)

costs of reporting to investors, CLO trustees, rating agencies and other reporting provided in accordance with CLO indentures;

(xx)

other out-of-pocket expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of the Funds' assets (directly or through trading affiliates) as will be determined by Silver Point in its sole discretion (including costs associated with systems and software used in connection with investment-related activities (including the allocations of investments));

(xxi)

costs of reporting to investors;

(xxii)

any and all costs and expenses incurred in connection with any meeting of the investors that is generally open or applicable to all investors (including the costs

and expenses of any third-party speakers at any such meetings) and any meeting of the advisory committee (including the reasonable expenses incurred by members of the advisory committee in connection with their attendance); (xxiii) expenses relating to the interpretation of any terms of the Funds, any amendments to any of the governing documents of the Funds, the transfer and sale of the interests in the Funds and distributions by any of the Funds to investors; (xxiv)

administration fees and expenses charged by Silver Point and/or any third-party provider of administration services;

(xxv)

fees or expenses incurred in connection with any applicable U.S. or foreign risk retention requirements;

(xxvi)

fees, costs and expenses relating to the provision of administrative, operations, fiduciary (including, but not limited to, directorship services), loan closing, valuation, reporting, accounting, tax, treasury, financing or any other middle- or back-office services, including relating to any subsequent closings;

(xxvii) taxes; (xxviii) expenses relating to the offer, transfer, sale and marketing of interests in the Fund (including travel, lodging and meals relating to the offering of such Fund and translation, printing and distribution fees and expenses (including fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by such Fund and/or its affiliates in connection with such translation, printing and distribution)); (xxix)

any fees, costs and expenses related to entering into, and compliance with, side letters and most favored nations processes;

(xxx)

federal, state and non-U.S. filing and registration fees and expenses (but excluding for the avoidance of doubt, any filing and registration expenses that are not related to the Fund and its activities);

(xxxi)

fees and expenses related to complying with (or facilitating compliance with) the rules of any self-regulatory organization or any applicable law, rule or regulation, including anti-money laundering or counter-terrorist financing laws and regulations, marketing laws and regulations (including any governmental, regulatory, licensing, filing or registration fees or taxes, legal fees, costs and expenses, regulatory and compliance fees and expenses relating to past, current and prospective investments, fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Fund, Silver Point and/or their respective affiliates in connection with any such compliance, and any registration, compliance, filings or other obligations related to or arising out of the AIFM Directive including marketing notifications, "Annex IV" reporting, costs, expenses and fees of a third party AIFM, and the costs of

depositary or other service providers appointed to comply with the AIFM Directive; expenses related to complying with Sustainable Finance Disclosure Regulation ("SFDR"), including the costs of preparing SFDR-compliant investor disclosures and reports, or any other domestic or foreign regulatory regimes, and any fees, costs and expenses with respect to any registration or reporting activities of the Fund, including legal advice regarding the offering of interests of the Fund or its investments and any fees and expenses with respect to any services providers engaged to assist with any reports, data or other information required pursuant to applicable EU/UK transparency standards); (xxxii) costs and expenses related to the Funds' compliance with the EU's General Data Protection Regulation and any other applicable data protection or other laws and regulations; (xxxiii) costs of winding up and liquidating the Fund; (xxxiv) expenses incurred in connection with an investor that defaults in respect of a commitment; (xxxv) any and all out-of-pocket fees, costs and expenses incurred in connection with computing the value of the assets of the Fund (including, as applicable, any and all fees, costs and expenses associated with advisors, independent pricing services and third-party valuation consultants); (xxxvi) any fees, costs and expenses incurred in connection with the use of any person who is not affiliated with Silver Point, to consider and, on behalf of the investors and the Fund, review and/or approve such matters as Silver Point may determine, including any principal, agency, agency cross and cross transactions, or matters that require approval by applicable law, including Section 206(3) of the Advisers Act; (xxxvii) expenses incurred in connection with the Fund's tax returns and Schedules K-1 (or similar schedules, if applicable), including the costs of creating, printing and distributing such tax returns and Schedules K-1 (or similar schedules); (xxxviii)costs and expenses with respect to representation of the Fund and the investors by the tax matters partner or partnership representative or other similar party; (xxxix) entity-level taxes, fees, other governmental or similar charges that may be incurred or payable by the Funds (except as may be specifically allocated to any investor); (xl)

fees and expenses in connection with ongoing compliance, filing and reporting obligations under AEOI (as defined below), U.S. FATCA and similar reporting regimes, including CRS;

(xli)

fees and expenses of each person designated to act as an anti-money laundering officer;

(xlii)

any fees, costs and expenses of any loan servicers and other service providers and of any custodian, lenders, investment banks and other financing sources;

(xliii)

costs, fees and expenses of any affiliates of Silver Point (whether now existing or hereafter created) engaged to provide services by or on behalf of the Funds ("Affiliated Service Providers"); and

(xliv)

other direct organizational costs and other expenses associated with the operation of the Fund and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any.

"AEOI" means (i) Sections 1471 to 1474 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the Treasury Regulations issued thereunder and any other associated legislation, regulations or guidance, any other similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes, and any intergovernmental agreements entered into in respect of such Sections; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard and any associated commentary and/or guidance and (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreements, entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in clauses (i) and (ii). Silver Point is authorized to incur and pay in the name and on behalf of the relevant Fund, any parallel fund and any alternative investment vehicle, all expenses which they deem necessary or advisable. Other Fees and Expenses – The Flagship Funds, the Distressed Opportunities Funds, the Distressed Institutional Funds, the SCF II, the SCF III, the Distressed II Institutional Funds and the SCF (U) III Subject to each Fund's offering documents, if Silver Point or its affiliates receive any compensation in connection with lending or other financial transactions or investments (including, without limitation, acquisitions, dispositions, recapitalizations and restructurings, and the provision of financial advisory, investment monitoring, investment management or similar or related services) (collectively "Fee Income"), 100% of the portion of such Fee Income (x) ratably attributable to a Fund's investment in any such transactions or investments (or, in the case of broken deal fees, such proposed transaction or investment), and (y) in the case of certain Funds, relating to the capital commitments to or the value of interests in, as applicable, such Fund held by fee and/or incentive compensation bearing investors, will be applied as an offset to either the management fee or the incentive compensation, if applicable, as set forth in the offering documents of the relevant Fund. The remaining portion of such compensation will not be applied as an offset to such Fund's management fee or the incentive compensation and will benefit Silver Point or its affiliates (in the case of the ratable interest of Silver Point, its affiliates or third parties in the applicable financial instrument) and/or other Silver Point Accounts (as defined below) (in the case of the ratable interest of such other Silver Point Accounts in the applicable financial instrument). If Silver Point or its affiliates receive

any Fee Income in connection with or arising from providing administrative, collateral management or similar or related services in respect of lending or other financial transactions, such Fee Income will not be applied as an offset to the management fee or of the incentive compensation (as applicable) and will instead be retained by Silver Point. If the management fee or the incentive compensation (as applicable) is not sufficient to fully effect such offset in any particular period, any shortfall will be carried forward to reduce future management fees or incentive compensation (as applicable) until such shortfall is fully offset. Notwithstanding the foregoing, in the event an investor in the Flagship Funds withdraws or redeems prior to the making of the adjustment described in this paragraph, such investor will forego, and will not be entitled to, any portion of any such subsequent adjustment. The Funds will not receive the benefit of any compensation received by Silver Point or its affiliates in connection with the portion of any financial transactions or investments attributable to participants other than the Funds. A conflict of interest may arise if Silver Point causes a Fund to participate in a financial transaction or investment with others and fees are paid to Silver Point or its affiliates. Administrative Fees and Expenses – The Flagship Funds In addition to the retention of any third-party administrators, Silver Point, or an affiliate, performs some of the functions of a third-party administrator in-house because it believes it can provide an effective integrated solution, including performing independent checks on certain work performed by the third-party administrator. Silver Point will charge administration costs to the Flagship Funds; provided, however, that such costs will be limited to an amount that, along with the costs of any third-party administration services it uses and Silver Point's expenses discussed below, will be the lesser of actual costs incurred or 12 basis points of the Domestic Flagship Fund's or the Offshore Flagship Fund's net asset value. The costs incurred by Silver Point in the provision of such administration services are included in the above, and include, but are not limited to, out of pocket expenses (including travel, meals and lodging), third party software licensing, implementation, data management and recovery services, custom development costs and Overhead Expenses. Additional Fees and Expenses – SPPC Expenses: In addition to the expenses described above and subject to its governing documents, SPPC will also bear the following expenses: costs associated with Conversion and ensuring compliance with the applicable BDC and RIC requirements and all other expenses incurred in connection with effecting Conversion. SPPC Cayman Fund’s pro rata portion of any operating expenses of the Private Credit Fund, are ultimately indirectly borne by SPPC Cayman Fund, without duplication. Following the Conversion, SPPC is also be responsible for the costs of the offering of common shares and other securities; costs and expenses relating to distributions paid to investors; allocated costs incurred by Silver Point or its affiliate in providing managerial assistance to those companies in which SPPC has invested who request it; transfer agent fees; fees and expenses paid to SPPC's independent directors (including expenses and costs related to meetings of the independent directors); costs of preparing and filing reports with the SEC and other SPPC reporting and compliance costs, including registration and listing fees; the SPPC's allocable portion of the fidelity bond; the costs of reports, proxy statements or other notices to investors, including printing and mailing costs; the costs of any shareholders' meetings and communications; expenses payable under any underwriting agreement, including associated

fees, expenses and any indemnification obligations; and all other expenses incurred by SPPC in connection with maintaining its status as a BDC and a RIC. Administrative Fees and Expenses: Silver Point, or an affiliate, performs some or all of the functions of a third-party administrator in-house. Each affiliated administrator will be reimbursed for all out-of-pocket expenses out of the assets of SPPC. SPPC will reimburse Silver Point or its affiliates, as applicable, for all costs and expenses incurred in connection with administering SPPC's business including out of pocket expenses (including travel, lodging and meals), SPPC's allocable portion of Silver Point's or any affiliated administrator's overhead expenses in performing its obligations under SPPC's advisory agreement or any administration agreement, as applicable, including rent and the allocable portion of the compensation paid by Silver Point or its affiliates, as applicable, to SPPC's General Counsel, Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the business affairs of SPPC), third-party software licensing, implementation, data management and recovery services and custom development costs. Other Fees: If Silver Point or its affiliates receives any Fee Income, the portion of such Fee Income ratably attributable to investments made (or, in the case of broken deal fees, proposed) by SPPC will be either (a) paid to SPPC or (b) applied as an offset to the SPPC Management Fee. Any fees received by Silver Point or its affiliates in connection with or arising from providing administrative, collateral management or similar or related services to SPPC in respect of lending or other financial transactions or investments will be retained by Silver Point or its affiliates and (i) will be on arms'-length terms, (ii) will not be "Fee Income" and (iii) will not be applied as an offset to the SPPC Management Fee. Additional Fees and Expenses – Select Opportunities Fund, the Silver Star Fund, the Loan Funding and the Silver Point CLOs, the Select B Opportunities Fund, the Select Overflow Funds and the CLO Equity Funds With respect to the Select Opportunities Fund, the Silver Star Fund, the Loan Funding, the Silver Point CLOs, the Select B Opportunities Fund, the Select Overflow Funds and the CLO Equity Funds, fees received by Silver Point or its affiliates and expenses borne by the Select Opportunities Fund, the Silver Star Fund, the Loan Funding, the Silver Point CLOs, the Select B Opportunities Fund, the Select Overflow Funds and the CLO Equity Funds are determined on a strategy-by-strategy basis and include fee and expense arrangements similar to those described above for the other Funds. Allocation of Expenses Generally Generally, expenses incurred directly in connection with a particular investment (or proposed investment) of certain Silver Point Accounts (as defined below) will be allocated among such Silver Point Accounts; provided that expenses specifically attributable to a particular Silver Point Account may be allocated to such Silver Point Account. Silver Point will allocate expenses among Silver Point Accounts in a fair and equitable manner upon taking into account such factors as it deems appropriate.

Notwithstanding the foregoing, it may not be practical to specifically allocate certain investment-related expenses to the particular investment or Silver Point Account to which they relate. Silver Point, in its sole discretion, may instead allocate such expenses (along with expenses that relate to transactions that are not consummated) across one or more investments or Silver Point Accounts; provided that any such allocation will, on balance, be in a fair and equitable manner. Additional Compensation Neither Silver Point nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

There can be no assurance that the investment objectives of any client will be achieved. Flagship Funds Silver Point's investment strategy with respect to the Flagship Funds focuses on making investments in debt, equity or other securities, obligations or instruments of misvalued, mislevered, leveraged or financially distressed companies and in event-oriented and other special situations. The Flagship Funds may hold both long and short positions in such investments. The investment strategies employed by the Flagship Funds may include (without limitation) the following: credit-oriented investments; event-oriented investments; assetoriented investments; and investments in misvalued securities, obligations or instruments. In seeking to achieve its investment objective, the Flagship Funds may utilize any equity, debt, derivative or other instrument that Silver Point deems appropriate, including, but not limited to, bank debt, receivables and trade claims, and may provide financing, including direct lending, debtor-in-possession financing and bankruptcy exit financing, either directly or indirectly through investments in companies, including affiliates of Silver Point, providing such financing. In select circumstances, Silver Point may also pursue other attractive private investment opportunities. Select Opportunities Fund Silver Point's investment strategies with respect to the Select Opportunities Fund are to invest pro rata alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III. Silver Star Fund Silver Point's investment strategy with respect to the Silver Star Fund is to invest alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds, in each case, on an "overflow basis" after such funds have received their entire desired share of each investment opportunity falling within their respective investment programs, as determined by the applicable fund's investment adviser. Distressed Opportunities Funds, Distressed Institutional Funds and Distressed II Institutional Funds

Silver Point's investment strategies with respect to the Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds are to invest opportunistically in debt, equity and other financial instruments, obligations and assets, with a particular focus on companies and/or instruments that are stressed, distressed, overleveraged and/or going through restructurings, bankruptcies or other complex situations. The Distressed Opportunities Funds, Distressed Institutional Funds and the Distressed II Institutional Funds have flexibility to invest in a wide variety of instruments, including less liquid and longer duration investments, and may have a concentrated portfolio, including control positions. SCF II, SCF III and SCF (U) III Silver Point's investment strategy with respect to the SCF II, the SCF III and the SCF (U) III is to originate loans to small and middle market companies and invest in specialty bridge financings, rescue financings and mispriced secondary purchases of performing loans and other credit-related assets. The SCF II, the SCF III and SCF (U) III may also make investments in other assets. The SCF II, the SCF III and the SCF (U) III seek to originate and invest in senior secured debt with attractive risk-adjusted return characteristics in the current environment, as well as in periods of market contraction. The targeted opportunities include, but are not limited to, loans to middle market companies, loans collateralized by hard assets (often real estate), loans to companies with an imminent capital need and/or super priority loans to companies undergoing bankruptcy or restructuring processes, and mispriced secondary opportunities. Loan Funding Silver Point's investment strategies with respect to the Loan Funding are to invest (i) pro rata alongside the Specialty Lending Fund, the SCF II, the Select Opportunities Fund, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III, or (ii) alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds on an "overflow basis" with respect to secondary opportunities after such funds have received their entire desired share of each such secondary opportunity falling within the investment program of such funds but that exceed the capacity of such funds. Silver Point CLOs Silver Point's investment strategy with respect to the Silver Point CLOs focuses on making investments consisting primarily of senior secured performing credit loans, bonds and other debt securities purchased in the secondary market. Select B Opportunities Fund Silver Point's investment strategy with respect to the Select B Opportunities Fund is to primarily target stressed and distressed investments. SPPC Silver Point's investment strategy with respect to SPPC is to achieve stable income generation by investing primarily in U.S. middle market lending opportunities, and specialty asset-based financings. It is anticipated that the majority of these investments will be in senior secured debt, though SPPC may also make investments in other assets. SPPC will focus on U.S. middle market opportunities, but may also invest a portion of its capital in opportunistic investments,

including, but not limited to, equity and debt securities (secured or unsecured) and loans. In February 2026, the Private Credit Fund elected to be treated as a BDC under the 1940 Act and elected to be treated as a RIC for U.S. federal income tax purposes. Select Overflow Funds Silver Point's investment strategy with respect to the Select Overflow Funds is to invest in the bonds and/or debt of a single issuer and other financial instruments of or relating to such issuer and any related investments, including in entities spun out of such issuer. CLO Equity Funds Silver Point's investment strategy with respect to the CLO Equity Funds is primarily to purchase interests in broadly-syndicated CLOs originated by Silver Point (at or after the date of such origination, including in any warehouse facility that holds or acquires a portfolio of loans). In addition to its primary strategy of investing in the equity of CLOs managed by Silver Point, the CLOEF II may also make opportunistic investments, including in (i) CLOs managed by third parties, (ii) CLO debt in CLOs managed by Silver Point; (iii) securities and obligations of issuers owned by CLOs in which the CLO Equity Funds have invested that may not fit within applicable CLO constraints, (iv) any investments purchased or transferred from a CLO or warehouse facility to the CLO Equity Funds and (v) loans and bonds generally. Risk Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by Silver Point. These risk factors relate to particular significant investment strategies or methods of analysis employed by or types of securities recommended by Silver Point. The Funds' investment programs are speculative and entail substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved. Risk Factors with respect to the Flagship Funds, the SCF II, the SCF III, the SCF (U) III (the SCF (U) III, together with the SCF II and the SCF III, the "Lending Funds") the Distressed Opportunities Funds, the Distressed Institutional Funds and the Distressed II Institutional Funds (the Distressed II Institutional Funds, together with the Distressed Opportunities Funds and the Distressed Institutional Funds, the "Distressed Funds") and the CLO Equity Funds Investments Generally. All investments are speculative and risk the loss of substantial capital. No guarantee or representation is made that the Funds' investment programs will be successful. The Funds' investment programs involve, without limitation, risks associated with limited diversification and concentration, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, volatility, tracking risks in hedged positions, credit deterioration or default risks, currency risks, systems risks and other risks inherent in the Funds' activities. The Funds' investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular markets where the Funds may invest their assets. Silver Point's methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical

indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. In certain situations Silver Point may be unable to, or may choose not to, implement risk management strategies because of the costs involved or other relevant circumstances, and even if risk management strategies are utilized, such strategies cannot fully insulate the Funds from the risks inherent in their planned activities. Availability of Investments. The identification of investments suitable for the Funds is difficult and involves significant uncertainty. There can be no guarantee that Silver Point will identify such investment opportunities or that committed capital will be fully invested. Even if such investments are identified there can be no assurance that they will not decline in value considerably while held by the Funds including, without limitation, as a result of weakness in the credit or other markets, or other circumstances. Exposure to Certain Financial Institutions. The Flagship Funds, the Lending Funds, the Distressed Funds and the CLO Equity Funds may invest in financial instruments issued by financial institutions, such as investment and commercial banks, insurance companies, savings and loan associations, mortgage originators and other companies engaged in the financial services industry (collectively, "financial institutions"). In addition, financial institutions will act as counterparties to the Flagship Funds, the Lending Funds, the Distressed Funds and the CLO Equity Funds in connection with their respective investment activities, and will provide prime brokerage services to such Funds. The Flagship Funds, the Lending Funds, the Distressed Funds and the CLO Equity Funds may also gain exposure to these entities through derivative transactions, including, without limitation, options, credit default swaps and credit linked notes, and through long and short strategies. In the course of conducting their business operations, financial institutions are exposed to a variety of risks that are inherent to the financial services industry. Significant risks that could affect the financial condition and results of operations of financial institutions include, but are not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads caused by global and local market and economic conditions; credit-related losses that can occur as a result of an individual, counterparty or issuer being unable or unwilling to honor its contractual obligations; the potential inability to repay short-term borrowings with new borrowings or assets that can be quickly converted into cash while meeting other obligations; operational failures or unfavorable external events; potential changes to the established rules and policies of various U.S. and non-U.S. legislative bodies and regulatory and exchange authorities, such as federal and state securities, bank regulators and industry participants; risks associated with litigation, investigations and/or proceedings by private claimants and governmental and self-regulatory agencies arising in connection with a financial institution's activities; and its continuing ability to compete effectively in the market. Following the 2008-2009 financial crisis, many financial institutions announced writedowns and losses relating to their exposures to the U.S. subprime market. These financial institutions may continue to have exposure to these markets and products, and as market conditions continue to evolve the fair value of certain mortgage-related instruments could further deteriorate, which could result in further writedowns and losses. While financial institutions seek to manage these and other risks through risk management policies and procedures, there can be no assurance that any financial institution's risk management practices will be effective. Banking Industry Disruption. The Flagship Funds, the Lending Funds and the Distressed Funds are permitted to hold cash and cash equivalents at any given time during their respective terms. Available cash and cash equivalents are typically held in interest-bearing accounts or funds managed by third-party financial institutions. The Flagship Funds', the Lending Funds'

and the Distressed Funds' access to their invested cash and cash equivalents may be impacted by adverse conditions in the financial markets, and the Flagship Funds, the Lending Funds and the Distressed Funds are subject to the risk that they may lose assets in connection with bank or other financial institution failures. Recently, numerous governments and their agencies have implemented interest rate policies designed to restore price stability in the face of inflationary pressures by increasing the underlying federal interest rate (or corresponding rate of the applicable jurisdiction). As a result of, among other reasons, such increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities which, coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank runs on the Silicon Valley Bank (SVB) Financial Group ("SVB") and Signature Bank ("Signature") causing them to be placed into receivership. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Flagship Funds, the Lending Funds and the Distressed Funds will not be able to manage this risk effectively. It is yet to be determined how the bank runs on SVB and Signature will fully impact the overall performance of the Flagship Funds, the Lending Funds and the Distressed Funds or one or more of their respective investments and how similar events may affect the ability of the Flagship Funds, the Lending Funds and the Distressed Funds to execute their respective investment strategies. However, as a result of such bank runs or banking collapses (or if other regional or other banks face similar bank runs or collapses), there is a risk that the Flagship Funds, the Lending Funds and the Distressed Funds, to the extent applicable, will not be able to recover their respective funds held in accounts at such banks above the Federal Deposit Insurance Corporation (the "FDIC") insurance limit of $250,000 per account, or the limits of the deposit insurance regimes of other applicable jurisdictions, as applicable. Even if the Flagship Funds, the Lending Funds and the Distressed Funds are able to recover such funds, there is uncertainty with respect to the portion of their respective funds they may be able to recover. Further, there is uncertainty with respect to the time period that would be required to recover any additional funds above the FDIC insurance limit, or the limits of the deposit insurance regimes of other applicable jurisdictions, as applicable. Finally, while the FDIC has currently confirmed that it would insure deposits at SVB and Signature above the $250,000 insurance limit per account, there is no guarantee that the FDIC will continue that approach indefinitely or that it would provide the same guarantee if additional banks suffer bank runs and/or collapses or that the regulators in other jurisdictions would take a similar approach. Investment and Due Diligence Process. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before the Flagship Funds, the Lending Funds and the Distressed Funds make investments, Silver Point will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, Silver Point may be required to evaluate important and complex business, financial, tax, accounting and legal issues, including the time frame in which a particular investment needs to be made and the information available (both of which, at times, may be limited). When conducting due diligence and making an assessment regarding an investment, Silver Point will rely on the resources reasonably available to it, which in some circumstances, whether or not known to Silver Point at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that Silver Point will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due

diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, certain investment opportunities may require rapid execution, and Silver Point's investment analyses and due diligence, negotiations and decisions must be undertaken on an expedited basis. From time to time, in such cases, the information available to Silver Point at the time of an investment decision may be limited, and, in such cases, it may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that Silver Point will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and Silver Point may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which each of the Flagship Funds, the Lending Funds and the Distressed Funds invests will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., "covenant lite" instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with GAAP. Accordingly, information available to Silver Point, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company's balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Repurchase Programs and Bank Obligations. Repurchase agreements are subject to the risk of failure of the seller to repurchase the investment purchased by the Flagship Funds, the Lending Funds. the Distressed Funds and the CLO Equity Funds, or delays or limitations on realization of the purchase obligation in the event of the initiation of bankruptcy or other proceedings involving the seller. Certain types of bank obligations which may be acquired by the Flagship Funds, the Lending Funds and the Distressed Funds may not be covered by insurance from the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. Investments in Non-Traded Equity. As part of their investment programs, the Flagship Funds, the Lending Funds. the Distressed Funds and the CLOEF II may make investments in nontraded equity. These investments may occur as a result of, among other things, direct equity investments and the Flagship Funds', the Lending Funds' and the Distressed Funds' purchase

of debt instruments that convert to equity interests in the event of a reorganization of an entity's capital structure. The Flagship Funds', the Lending Funds', the Distressed Funds' and the CLOEF II's investments in non-traded equity involve a high degree of business and financial risk. The entities in which the Flagship Funds, the Lending Funds, the Distressed Funds and the CLEOF II invest may be financially distressed or have recently emerged from bankruptcy, they may require substantial additional capital to support expansion or to achieve or maintain a competitive position, they may produce substantial variations in operating results from period to period and they may operate at a loss. Such risks may adversely affect the performance of such investments and result in substantial losses. In addition, these entities may require governmental approvals or be subject to licensing procedures in order to operate in their markets. The Flagship Funds, the Lending Funds, the Distressed Funds and the CLOEF II could be adversely affected by delays in, or refusals to grant, such approvals or licenses. Bank Loans. The Flagship Funds', the Lending Funds', the Distressed Funds', and the CLOs of the CLO Equity Funds' investment programs will include investments in bank loans. The value of bank loans can fluctuate in response to actual and perceived changes in creditworthiness, non-U.S. exchange rates, political stability or soundness of economic policies. Bank loans (as well as other debt obligations) are subject to the risk of the issuer's inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). These obligations are subject to other risks, including, without limitation: (i) declines in the value of collateral securing the obligations, if any; (ii) declines in the enterprise value of the obligor; (iii) failure of restrictive covenants, if any, to adequately protect the interests of the creditor; (iv) the failure of the bankruptcy process (or other determination of creditors' rights) to produce the outcome anticipated by the investor; (v) the possible invalidation of an investment transaction as a preference or fraudulent conveyance under relevant creditors' rights laws; (vi) so-called lenderliability claims by the issuer of the obligations; and (vii) environmental or other liabilities that may arise with respect to collateral securing the obligations. In analyzing each bank loan, Silver Point compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Flagship Funds, the Lending Funds the Distressed Funds and the CLOs of the CLO Equity Funds, as applicable. The risks associated with bank loans generally also apply to the specific types of bank loans discussed below (e.g., leveraged loans and bridge loans). High Yield and Preferred Securities. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOEF II invest in "high yield" bonds and preferred securities that are rated in the lower rating categories by the various credit rating agencies or comparable non-rated securities. Securities in the lower-rated categories and comparable non-rated securities are subject to greater risk of loss of principal and interest than higher-rated and comparable nonrated securities, and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings or comparable non-rated securities in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated and comparable non-rated securities, the yields and prices of such securities may be more volatile than those for higherrated and comparable non-rated securities. The market for lower-rated and comparable nonrated securities is thinner, often less liquid, and less active than that for higher-rated or

comparable securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities. High-yield bonds and preferred securities are also typically lower in the capital structure of the relevant issuer than other forms of indebtedness, including secured bank debt. As a result, these securities may not be secured (or fully secured) by the underlying assets of the issuer and, in the event of a bankruptcy, reorganization or other similar event, the Flagship Funds, the Distressed Funds and the Lending Funds would be subject to significant losses in respect of their investment in such securities. Investments in Equity Securities Generally. The Flagship Funds', the Distressed Funds', the Lending Funds' and the CLOEF II's investment portfolios may include long positions in equity securities of publicly listed companies. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, the business market in which individual companies compete, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Flagship Funds, the Distressed Funds, the Lending Funds or the CLOEF II. Corporate Debt. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds invest in bonds, notes, debentures and other instruments of indebtedness issued by, and other obligations of, corporations. These instruments may pay fixed, variable or floating rates of interest, and may include zero coupon and pay-in-kind obligations. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may invest in corporate debt instruments that have experienced or are contemplated to experience ratings downgrades. Certain Funds and the CLOs of the CLO Equity Funds may invest in instruments that have the lowest quality ratings or are unrated. Ratings. Credit ratings of debt instruments represent the rating agency's opinions regarding their credit quality and are not a guarantee of quality. Credit ratings evaluate the safety of the principal and interest payments, not the market value risk, of lower-rated instruments. Such ratings also may not accurately reflect macroeconomic or systematic risk, including the risk of increased illiquidity in the credit markets. Accordingly, credit ratings may not fully reflect the true risks of an investment. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer's current financial condition may be better or worse than a rating indicates. Rating agencies may re-rate an instrument which could cause substantial loss as the ratings are downgraded. Such reviews and potential downgrades may be more likely during periods of volatility in the credit markets. Additionally, rating agencies may incorrectly rate instruments due to errors in their internal evaluation processes or models or methodologies. The rating agencies may retrospectively change their rating methodology in the future, which may affect the rating assigned to the existing debt instruments. Investments may experience significant credit rating volatility. Early Prepayment. Certain debt that the Flagship Funds, the Distressed Funds, the Lending Funds and the CLOEF II may invest in, such as senior debt, may be repaid early, so that the actual maturity of such investments is shorter than their stated final maturity calculated solely on the basis of the stated life and repayment schedule. Generally voluntary prepayments are permitted and the timing of prepayments cannot be predicted with any accuracy. The degree to which borrowers prepay debt, whether as a contractual requirement or at their election, may be affected by general business conditions, market interest rates, the borrower's financial condition and competitive conditions among lenders. Prepayments are likely to be made during

any period of declining interest rates. Such prepayments may result in the Flagship Funds, the Distressed Funds, the Lending Funds or the CLOEF II receiving a lower than anticipated yield on such investments. Borrower Fraud; Breach of Covenant. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds may obtain structural, covenant and other contractual protections with respect to the terms of its investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to their investments will achieve their desired effect, and potential investors should regard an investment in the Flagship Funds, the Distressed Funds, the Lending Funds or the CLO Equity Funds as being speculative and having a high degree of risk. Of paramount concern in investments in senior secured loans, notes or bonds is the possibility of material misrepresentation or omission on the part of the borrower or other credit support providers or breach of covenant by such parties. Such inaccuracy or incompleteness or breach of covenants may adversely affect the valuation of the collateral underlying such loans, notes or bonds or may adversely affect the ability of the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO of the CLO Equity Funds to perfect or effectuate a lien on the collateral securing the loan or otherwise realize on the investment. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds will rely upon the accuracy and completeness of representations made by borrowers and their agents to the extent reasonable, but cannot guarantee such accuracy or completeness. Leveraged Loans. "Leveraged loans" are loans made to companies with a below investment grade rating from Moody's and S&P. Such loans may be performing poorly when the Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds acquire them. There is no assurance that Silver Point will correctly evaluate the value of the assets collateralizing such loans or the prospects for distribution on or repayment of such loans. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds may lose their entire investment or may be required to accept cash, property or securities with a value less than the Flagship Funds', the Distressed Funds' and the Lending Funds' original investment and/or may be required to accept payment over an extended period of time. "Covenant-Lite" Loans. There has been an increase in the average debt multiple of leveraged loans and the growth in the percentage of leveraged loans issued as "covenant-lite." In addition, Silver Point believes that the covenants that do exist have generally become less restrictive, thereby offering more limited protection to lenders. As a result of the foregoing, the Flagship Funds', the Distressed Funds', the Lending Funds' and the CLOs of the CLO Equity Funds' investments in such "covenant-lite" loans may pose a higher risk as the borrowers of such loans are subject to fewer covenants with respect to, among other things, other debt that such borrowers may incur. The lack of such covenants may increase the likelihood that such borrowers could default on their payments to the Flagship Funds, the Distressed Institutional Funds, the Lending Funds or the CLOs of the CLO Equity Funds, thereby resulting in losses to the Flagship Funds, the Distressed Funds, the Lending Funds or the CLO Equity Funds, as applicable. Bridge Loans. It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including leveraged buyouts, where it serves as an advisor to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longer term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing. However, due to recent market conditions

affecting the availability of these other sources of financing (principally high yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities than the permanent financing by which they are expected to be replaced. Borrowers and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan (with maturities similar to that of a bond). If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by Silver Point, there may be an adverse effect upon the ability of Silver Point to manage the assets of the Flagship Funds, the Distressed Funds, the Lending Funds and the CLOs of the CLO Equity Funds in accordance with its models and projections or an adverse effect upon the Flagship Funds', the Distressed Funds', the Lending Funds' and the CLOs of the CLO Equity Funds' performance and ability to make distributions. Investments in Rescue Lending. As part of its lending activities, the Domestic Flagship Fund, the Distressed Funds and the Lending Funds may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to the Domestic Flagship Fund, the Distressed Funds and the Lending Funds, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Domestic Flagship Fund, the Distressed Funds and the Lending Funds will correctly evaluate the value of the assets collateralizing the loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company they fund, the Domestic Flagship Fund, the Distressed Funds and the Lending Funds may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by the Domestic Flagship Fund, the Distressed Funds and the Lending Funds to the borrower. Foreclosure Risks. It is possible that the Flagship Funds and/or the Lending Funds may find it necessary or desirable to foreclose on certain loans. The foreclosure process is often lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting numerous claims, counterclaims and defenses against the Flagship Funds and/or the Lending Funds, including, without limitation, numerous lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and force the lender into a modification of the loan or a favorable buy-out of the borrower's position. In some states, foreclosure actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the mortgaged property and may result in disrupting the ongoing leasing, management and operation of the property, and may negatively affect the sales price of the property.

There can be no assurance that there will be a ready market for resale of foreclosed properties because investments in real estate generally are not liquid; holding periods accordingly are difficult to predict, particularly as business plans may be revised to adapt to changing economic, business and financial conditions. In addition, there may be significant expenditures associated with holding real property, including real estate taxes and maintenance costs. The liquidation proceeds upon sale of the real estate may be less than the amount invested in the loan, resulting in a loss to the Flagship Funds and/or the Lending Funds. Any costs or delays involved in the liquidation of the real estate will further reduce proceeds received and thus increase any loss. Risks Associated with Non-Performing Loans. Certain loans purchased by the Flagship Funds will be non-performing and possibly in default. Furthermore, the obligor and/or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments with respect to the loans. By their nature, these investments will involve a high degree of risk. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal of the loan and/or the deferral of payments. Commercial and industrial loans in workout and/or restructuring modes and the bankruptcy or insolvency laws of non-U.S. jurisdictions are subject to additional potential liabilities, which may exceed the value of the Flagship Funds' original investment. Even assuming that the collateral securing each loan provides adequate security for the loans, substantial delays could be encountered in connection with the restructuring, foreclosure or liquidation of non-performing loans. In the event of a default by a borrower, these restrictions, as well as the ability of the borrower to file for bankruptcy protection, among other things, may impede the ability to foreclose on or sell the collateral or to obtain net liquidation proceeds sufficient to repay all amounts due on the related loan. In addition, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. Under certain circumstances, payments to the Flagship Funds and distributions by the Flagship Funds to investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Bankruptcy laws may delay the ability of the Flagship Funds to monetize collateral for loan positions held by them or may adversely affect the priority of such loans through doctrines such as equitable subordination or may result in a restructure of the debt through principles such as the "cramdown" provisions of the bankruptcy laws. Changes to Benchmark Rates. As the Flagship Funds', the Lending Funds' and the CLO Equity Funds' investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the Secured Overnight Financing Rate ("SOFR") or other rates (each, a "Benchmark Rate"), the Flagship Funds, the Lending Funds and the CLO Equity Funds may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from the London Interbank Offered Rate to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Flagship Funds, the Lending Funds and the CLO Equity Funds and their respective investments; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document

amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Risks of Investments in Special Situations. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLOEF II may invest in "event-driven" and other special situations such as recapitalizations, spin-offs, restructurings, bankruptcy, litigation, corporate control transactions, corporate events and other catalyst-oriented strategies. Silver Point could be incorrect in its assessment of the magnitude or probability of the downside risks associated with an investment in an "event-driven" or other special situation, thus resulting in significant losses to the Flagship Funds, the Distressed Funds, the Lending Funds and the CLOEF II. Investments in such securities are often difficult to analyze or may have limited trading histories or limited in-depth research coverage. Investing in special situations frequently requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company's financial instruments. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as Silver Point had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the price paid by the Flagship Funds, the Distressed Funds, the Lending Funds and/or the CLOEF II for the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which may result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a "defensive" strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of investing in special situations, the results of the Flagship Funds', the Distressed Funds', the Lending Funds' and the CLOEF II's operations may be expected to fluctuate from period to period. Accordingly, limited partners of the Domestic Flagship Fund, the Distressed Funds, the Lending Funds, the CLOEF II or shareholders of the Offshore Flagship Fund, as applicable, should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Broad Investment Mandate. The Flagship Funds', the Distressed Funds' and the Lending Funds' investment strategy permits investments to be made in a broad range of issuers, securities, financial instruments and transactions. Subject to the concentration limits set forth in the Flagship Funds', the Distressed Funds' and the Lending Funds' respective offering memoranda, Silver Point may also cause the Flagship Funds, the Distressed Funds and the Lending Funds to focus their investment activities in a limited number of industries, market sectors or types of securities, financial instruments or transactions. Within those broad parameters, Silver Point will make investment decisions for the Flagship Funds, the Distressed Funds and the Lending Funds as it deems appropriate in its sole discretion. No assurance can be given that the Flagship Funds, the Distressed Funds and the Lending Funds will be successful in obtaining suitable

investments, or that if such investments are made, the objectives of the Flagship Funds, the Distressed Funds and the Lending Funds will be achieved. Nature of Bankruptcy Proceedings. There are a number of significant risks when investing in companies involved in bankruptcy proceedings, including the following: First, many events in a bankruptcy are the product of contested matters and adversary proceedings which are beyond the control of the creditors. Second, a bankruptcy filing may have adverse and permanent effects on a company. For instance, the company may lose its market position and key employees and otherwise become incapable of restoring itself as a viable entity. Further, if the proceeding is converted to a liquidation, the liquidation value of the company may not equal the liquidation value that was believed to exist at the time of the investment. Third, the duration of a bankruptcy proceeding is difficult to predict. A creditor's return on investment can be adversely impacted by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court, and until it ultimately becomes effective. Fourth, the administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor's estate prior to any return to creditors. Fifth, creditors can lose their ranking and priority if they exercise "domination and control" over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of bankruptcy proceedings. Sixth, certain claims, such as claims for taxes, may have priority by law over the claims of certain creditors. Seventh, under certain circumstances, payments to the Flagship Funds, the Distressed Funds and the Lending Funds and distributions by the Flagship Funds, the Distressed Funds and the Lending Funds to their investors may be reclaimed if any such payment is later determined to have been a preferential payment. Eighth, the Flagship Funds, the Distressed Funds and the Lending Funds may seek representation on creditors' committees, and as a member of a creditors' committee they may owe certain obligations generally to all creditors similarly situated that the committee represents and they may be subject to various trading or confidentiality restrictions. Because the Flagship Funds will indemnify the Flagship GPs, Silver Point or any other person serving on a committee on behalf of the Flagship Funds for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on the Flagship Funds' investment in a reorganization company. Similarly, because the Distressed Funds and the Lending Funds will indemnify their respective general partners, Silver Point or certain persons serving on a committee on their behalf for claims arising from breaches of those obligations, indemnification payments could adversely affect the Funds' returns. Leveraged Companies. The Flagship Funds', the Distressed Funds', the Lending Funds' and the CLO Equity Funds' investments are expected to include companies whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the issuers to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss. Hedging Risks. Silver Point may hedge some or all of the Flagship Funds', the Distressed Funds' and the Lending Funds' portfolios and some of the CLO Equity Funds' portfolio by taking long and short positions in related securities or through the use of futures, swaps and other derivative instruments, involving, among other things, securities, interest rates or

currencies. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of such portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the portfolio position's value. Therefore, hedging transactions may prevent losses while limiting the opportunity for gain if the value of the portfolio position should increase. In the event of an imperfect correlation between a position in a hedging instrument and the portfolio position that it is intended to protect, the desired protection may not be obtained, and the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs and risks, such as counterparty risk. Silver Point may determine in its sole discretion not to hedge against certain risks or may not anticipate certain risks and certain risks may exist that cannot be hedged. Leverage and Financing Risk. The Flagship Funds and the Distressed Funds may leverage their investments in order to enhance returns. Accordingly, the Flagship Funds' and the Distressed Funds' securities may be pledged in order to borrow additional funds for investment purposes. The Flagship Funds' and the Distressed Funds' investment return may be leveraged with options, short sales and other derivative instruments (including swaps). Financing arrangements to which the Flagship Funds and the Distressed Funds are or may be subject may contain financial covenants, including limitations on the level of financing that may be provided, asset coverage requirements, limitations on restricted payments (including distributions), minimum performance requirements, issuer and industry diversification requirements, and other limitations and covenants. Furthermore, the financing terms (including, without limitation, terms related to margin requirements) contained in each of the Flagship Fund's and the Distressed Funds' prime brokerage arrangements may be changed by the relevant prime broker, subject to certain limitations. While leverage presents opportunities for increasing the Flagship Funds' and the Distressed Funds' total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Flagship Funds and the Distressed Funds would be magnified to the extent the Flagship Funds and the Distressed Funds are leveraged. The cumulative effect of the use of leverage by the Flagship Funds and the Distressed Funds in a market that moves adversely to the Flagship Funds' and the Distressed Funds' investments could result in a substantial loss to the Flagship Funds and the Distressed Funds which would be greater than if the Flagship Funds and the Distressed Funds were not leveraged. In general, the Flagship Funds' and the Distressed Funds' anticipated use of short-term margin borrowings results in certain additional risks to the Flagship Funds and the Distressed Funds. For example, should the securities pledged by the Flagship Funds and the Distressed Funds to brokers to secure margin accounts decline in value, the Flagship Funds and the Distressed Funds could be subject to a "margin call," pursuant to which the Flagship Funds and the Distressed Funds must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Flagship Funds' and the Distressed Funds' assets, the Flagship Funds and the Distressed Funds might not be able to liquidate assets quickly enough to satisfy their margin requirements.

None of the Flagship Funds will borrow money to acquire investments or satisfy obligations of the Flagship Funds in excess of two and one-half times the sum of (i) the net asset value of the Domestic Flagship Fund or the Master Flagship Fund (as applicable) and (ii) the aggregate amount of deferred management fees and incentive compensation (as applicable), if any, owed to Silver Point (each, as determined at the time of the borrowing); provided that the Flagship Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Without the approval of the applicable investor representative, the outstanding principal amount of the borrowings or guarantees (other than interim financing or any leverage incurred in connection with derivative activities) by the Distressed Opportunities Funds that are recourse to the Distressed Opportunities Funds will not, in the aggregate, exceed 15% of the aggregate commitments of the investors at any time; provided, that the Distressed Opportunities Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Without the approval of the advisory committee, the outstanding principal amount of the borrowings or guarantees (other than interim financing, or any leverage incurred in connection with derivative activities) incurred by the Distressed Institutional Funds that are recourse to the Distressed Institutional Funds will not, in the aggregate, exceed 20% of the aggregate commitments of the investors at any time; provided, that the Distressed Institutional Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Without the approval of the advisory committee, the outstanding principal amount of the borrowings or guarantees (other than interim financing, including any subscription secured credit facility, or any leverage incurred in connection with derivative activities) incurred by the Distressed II Institutional Funds that are recourse to the Distressed II Institutional Funds will not, in the aggregate, exceed 20% of the aggregate commitments of the investors at any time (tested, with respect to any such indebtedness, at the time such indebtedness is incurred based on the principal amount of such indebtedness and the principal amount of all other indebtedness outstanding as of such date); provided, that the Distressed II Institutional Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Back Leverage. Without limitation to the disclosure above under "Leverage and Financing Risk", the Flagship Funds and the Distressed Funds may (i) create an investment vehicle, contribute the Flagship Funds' and the Distressed Funds' assets to such investment vehicle (or make a follow-on investment directly through such investment vehicle), and cause such investment vehicle to incur borrowings, which may be secured by the investment vehicle's assets or (ii) cause multiple of such investment vehicles to engage in joint borrowings and/or secure any such borrowings on a cross-collateralized basis. Any arrangements entered into by such investment vehicle (and not the Flagship Funds and the Distressed Funds themselves) will not be considered borrowings by the Flagship Funds and the Distressed Funds for purposes of any Fund-level limits on borrowings (or any limits on issuing additional interests) by the Flagship Funds and the Distressed Funds. The use of back leverage potentially enhances the return profile of these investments and the Flagship Funds and the Distressed Funds overall, but also increases the risk of the applicable investment, including the risks associated with collateralized investments held through the same leverage facilities. If the Flagship Funds and the Distressed Funds were to create one or more of such investment vehicles, the Flagship Funds and the Distressed Funds would depend on distributions from an investment vehicle out

of such investment vehicle's assets, earnings and/or cash flows (or with the proceeds of back leverage incurred by such investment vehicle) to enable the Flagship Funds and the Distressed Funds to make distributions to the limited partners. The ability of such an investment vehicle to make distributions could be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on loan-to-value, interest coverage or other financial ratios or other criteria) may restrict the Flagship Funds' and the Distressed Funds' ability, as the holders of an investment vehicle's common equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, an investment vehicle may take actions that delay distributions to investors in order to preserve ratings and to keep the cost of present and future financings lower. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan to, and the distribution of cash out of, such an investment vehicle, or cash flows may be completely restricted for the life of the relevant investment vehicle. Short Selling. The Flagship Funds and the Distressed Funds may sell securities short. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on the Flagship Funds' and the Distressed Funds' portfolios. A short sale of a security involves the risk of a theoretically unlimited loss from a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating any loss. Significant Positions in Securities; Regulatory Requirements. In the event that the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds acquire a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds and Silver Point. Any such requirements may impose additional costs on the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds and may delay the acquisition or disposition of the securities or the Flagship Funds’, CLOEF II’s, Lending Funds’, and/or Distressed Funds’ ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, "position limits" may be imposed by various regulators that may limit the Fund's ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that the Flagship Funds’, CLOEF II’s, Lending Funds’, and/or Distressed Funds’ position limits were aggregated with an affiliate's position limits, the effect on the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds and resulting restriction on their respective investment activities may be significant. If at any time positions managed by Silver Point were to exceed applicable position limits, Silver Point would be required to liquidate positions, which might include positions of the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Flagship Funds, CLOEF II, Lending Funds, and/or Distressed Funds might have to forgo or modify certain of its contemplated trades. The

Flagship Funds, CLOEF II, Lending Funds, and Distressed Funds are also subject to position limits as described in their respective governing documents. Risks of Options. A component of the Flagship Funds', the Distressed Funds' the Lending Funds' and the CLO Equity Funds' investment programs may involve the purchase and sale of options. There are risks associated with the sale and purchase of call options and put options. The value of an option may change because of a change in the value of the underlying securities, the passage of time, changes in the market's perception as to the future price behavior of the underlying securities, interest rates, or any combination of the foregoing. In the case of the purchase of an option, the risk of loss of an option buyer's entire investment in the option (i.e., the premium paid and transaction charges) reflects the nature of an option as a wasting asset that may become worthless at its expiration. Where an option is written (or sold) uncovered, the option seller may be liable to pay substantial additional margin, and the risk of loss is theoretically unlimited, as the option seller will be obligated to deliver, or take delivery of, a security at a predetermined price, which may, upon the exercise of the option, be significantly different from its market value at the time the option was initially written (or sold). The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may purchase and sell exchange-traded options on individual securities, securities sectors and/or securities indices. There can be no guarantee that there will at all times be a liquid market for all options. A market could become unavailable if one or more exchanges were to stop trading options or it could become unavailable with respect to options on a particular underlying stock if the exchanges stopped trading options on that stock. In addition, a market could become temporarily unavailable if unusual events (e.g., volume exceeds clearing capability) were to interrupt normal exchange operations. If an options market were to become illiquid or otherwise unavailable, an option holder would be able to realize profits or limit losses only by exercising and an option seller or writer would remain obligated until the option is exercised or until the option expires. If trading is interrupted in an underlying stock, the trading of exchange-traded options on that stock is usually halted as well. Holders and writers of such options will then be unable to close out their positions until options trading resumes, and they may be faced with considerable losses if the stock reopens at a substantially different price. Even if options trading is halted, holders of options will generally be able to exercise them. However, if trading has also been halted in the underlying stock, option holders face the risk of exercising options without knowing the stock's current market value. If exercises do occur when trading of the underlying stock is halted, the party required to deliver the underlying stock may be unable to obtain it, which may necessitate a postponed settlement and/or the fixing of cash settlement prices. Highly Volatile Markets. The prices of commodities contracts and all derivative instruments, including options prices, can be highly volatile. Price movements of forward and other derivative contracts in which the Flagship Funds', the Distressed Funds', the Lending Funds' and the CLO Equity Funds' assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and financial instrument options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Flagship Funds, the Distressed Funds, the Lending

Funds, and the CLO Equity Funds also are subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses. Debt Securities. The Flagship Funds, the Distressed Funds and the Lending Funds invest in debt or other fixed-income securities, including non-investment grade securities, sovereign debt or similar obligations and instruments. Debt instruments of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer's ability to make timely payment of interest and principal in accordance with the terms of the obligations. Debt instruments may also be less liquid than publicly-traded equities, particularly during periods of market dislocation. The lack of a liquid secondary market may have an adverse effect on the market price and the Flagship Funds', the Distressed Funds' and the Lending Funds' ability to sell a particular instrument. In addition, the debt instruments in which each of the Flagship Funds, the Distressed Funds and the Lending Funds may invest may be adversely affected by changes in interest rates and the frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur with respect to such debt instruments, and if the debt instrument in which the Flagship Funds, the Distressed Funds and the Lending Funds, as applicable, are invested is junior to the obligations of the borrower to senior creditors, their ability to influence such borrower's affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of such senior creditors. Illiquidity and Credit Risk of Derivative Instruments. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may enter into transactions involving privately negotiated over-the-counter derivative instruments, including, without limitation, total-return, interest rate, non-U.S. currency and credit default swaps, over-the-counter options and forward contracts on securities, security indices and non-U.S. currency, and volatility and other swaps (each, a "Synthetic Asset"). There can be no assurance that a liquid secondary market will exist for any particular derivative instrument at any particular time. Although overthe-counter derivative instruments are designed to be tailored to meet particular financing needs and, therefore, typically provide more flexibility than exchange-traded products, the risk of illiquidity is also greater as these instruments can generally be terminated only by negotiation with the other party to the instrument. Over-the-counter derivative instruments, unlike exchange-traded instruments, are not guaranteed by an exchange or clearinghouse and thus may have greater credit risks. Other Derivative Instruments. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may effectuate a portion of their investment objective indirectly through Synthetic Assets including, without limitation, total return swaps and credit derivatives. Each Synthetic Asset that is a credit derivative or total return swap may reference one or more reference assets including leveraged loans, high yield bonds, second lien loans and other debt financings or securities (each, a "Reference Obligation"). Exposure to such Reference Obligations through Synthetic Assets presents risks in addition to those resulting from direct purchases of the securities or investments. The Flagship Funds, the Distressed Funds and the Lending Funds will have a contractual relationship only with a counterparty, and not with any issuer (each, a "Reference Entity") of a Reference Obligation unless an event of default occurs with respect to any such Reference Obligation, physical settlement applies and the counterparty

delivers the Reference Obligation to the Flagship Funds, the Distressed Funds and the Lending Funds. If the Flagship Funds, the Distressed Funds and the Lending Funds do not take delivery of the Reference Obligation, the Flagship Funds, the Distressed Funds and the Lending Funds likely will have no right directly to enforce compliance by the Reference Entity with the terms of any such Reference Obligation and the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds will not have any rights of set-off against the Reference Entity. In the event of the insolvency of the counterparty, the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds will be treated as general creditors of the counterparty, and will not have any claim of title with respect to the Reference Obligations. Consequently, the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds will be subject to the credit risk of the counterparty, as well as that of the Reference Entity. As a result, entering into Synthetic Assets subjects the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds to an additional degree of risk with respect to defaults by the counterparty as well as by the respective Reference Entities. While the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds expect that returns in connection with Synthetic Assets will reflect those of each related Reference Obligation, as a result of the terms of the individual Synthetic Asset instruments and the assumption of the credit risk of the counterparty, the Flagship Funds', the Distressed Funds', the Lending Funds' and the CLO Equity Funds' Synthetic Assets will likely have a different expected return, a different (and potentially greater) probability of default and different expected loss and recovery characteristics following a default. In addition, entering into Synthetic Assets may also be done on a levered basis, which means that the returns in connection with an investment in a Synthetic Asset, whether positive or negative, may be higher than they would have been had the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds purchased the Reference Obligation directly. Synthetic Assets may be less liquid and not as transferable as other obligations and may be subject to more variability between their market value and actual sale price of the underlying Reference Obligation than other obligations. In addition, there is no assurance that a buyer will be available or a termination value will be immediately determinable if the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds decide to sell or terminate a Synthetic Asset. It is expected that the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds will not be able to transfer Synthetic Assets without the consent of the applicable counterparty. If the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds want to terminate their exposure to a Synthetic Asset and the counterparty objects, the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may be obligated to continue to hold the Synthetic Asset. In addition, because the Synthetic Asset may not be liquid, it may be difficult to enter into an offsetting synthetic transaction at what Silver Point believes is the market price. To enter into a Synthetic Asset, the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds generally will enter into a form of ISDA Master Agreement. The ISDA Master Agreement has "events of default" and "termination events" and an unwind methodology that is applicable to both parties. If an "event of default" or "termination event" occurs with respect to either party, the non-defaulting or non-affected party will have a right to designate an "early termination date", and the party will use a standard valuation methodology

as specified in the ISDA Master Agreement to determine the termination price for all the Synthetic Assets. Depending upon the market conditions when the early termination date is designated, the unwind price may be less than what Silver Point believes is a fair unwind price, particularly if the price is based upon third party quotations. For example, the credit markets have experienced a liquidity crisis, including the derivative markets on loans and leveraged finance instruments, which has made the sale and termination of derivative instruments difficult. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may take advantage of opportunities with respect to certain Synthetic Assets that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds and legally permissible. Special risks may apply to instruments that are invested in by the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds in the future that cannot be determined at this time or until such instruments are developed or invested in by the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds. For example, risks with respect to credit derivatives may include determining whether an event will trigger payment under the contract and whether such payment will offset the loss or payment due under another instrument. In the past, buyers and sellers of credit derivatives have found that a trigger event in one contract may not match the trigger event in another contract, exposing the buyer or the seller to basis risk. Other Synthetic Assets may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Distressed Obligations. Investments in issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court's power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. The ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to any of the Flagship Funds', the Distressed Funds' and the Lending Funds' investments in any security. Obligations in which the Flagship Funds, the Distressed Funds and the Lending Funds invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing each of the Flagship Funds', the Distressed Funds' and the Lending Funds' investments will be sufficient or that prospects for a successful reorganization or similar action will become available. Non-U.S. Currency. The Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds may enter into non-U.S. currency option and forward contracts for speculative, hedging or other investment purposes. Non-U.S. currency option contracts (the right to buy or sell the underlying non-U.S. currency at a specific price in a specific currency) involve risks similar to the risks involved in trading securities options. Non-U.S. currency

forward contracts (agreements to exchange one currency for another at a future date) involve a risk of loss if currency exchange rates move against the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds, unless such contracts are hedges of non-U.S. currency risk of the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds in their investments. As a result of the Dodd-Frank Act, the CFTC now regulates forwards and such forwards may be subject to clearing, exchange trading and other regulatory requirements. Therefore, a default by the forward contract counterparty may result in a loss to the Flagship Funds, the Distressed Funds, the Lending Funds and the CLO Equity Funds for the value of unrealized profits on the contract or for the difference between the value of their commitments, if any, for purchase or sale at the current currency exchange rate and the value of those commitments at the forward contract exchange rate. It is contemplated that most non-U.S. currency forward contracts will be with banks. There are no limitations on daily price moves of forward contracts. Banks are not required to continue to make markets in currencies. There have been periods during which certain banks have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the difference between the price at which the bank is prepared to buy and that at which it is prepared to sell). The imposition of credit controls by governmental authorities might limit the level of such forward trading to less than that which Silver Point would otherwise recommend, to the possible detriment of the Flagship Funds, the Distressed Funds and the Lending Funds. Neither the Commodity Futures Trading Commission nor the U.S. banking authorities regulate forward currency transactions through banks. In respect of such trading, the Flagship Funds, the Distressed Funds and the Lending Funds are subject to the risk of bank failure or the inability of or refusal by a bank to perform with respect to such contracts. Liquidity of Investments. The Flagship Funds', the Distressed Funds', the Lending Funds' and the CLO Equity Funds' investments will include privately-held securities or other financial instruments which are generally less liquid than publicly-traded securities. Such investments may require a significant amount of time from the date of initial investment before disposition. The value of all illiquid securities and any marketable securities for which reliable quotations are not available (including Designated Investments) will be their fair value (which may be their cost) as determined pursuant to the policies and procedures described under the respective Flagship Funds', the Distressed Funds', the Lending Funds' and the CLO Equity Funds' offering memoranda. There can be no assurance that the valuations assigned to such securities will ever be realized. Non-U.S. Investments. The Flagship Funds', the Distressed Funds' and the Lending Funds' portfolios may consist of non-U.S. securities, financial instruments and other assets. Such investments require consideration of certain risks typically not associated with investing in the U.S. Such risks include, among other things, trade balances and imbalances and related economic policies, unfavorable currency exchange rate fluctuations, imposition of exchange control regulation by the U.S. or non-U.S. governments, U.S. and non-U.S. withholding taxes, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries, political difficulties, including expropriation of assets, confiscatory taxation and economic or political instability in non-U.S. nations. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of funds or other assets of the Flagship Funds, the Distressed Funds and the Lending Funds, political or social instability or

diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the markets of different countries, and their associated risks, are expected to change independently of each other. There may be less publicly available information about certain non-U.S. companies than would be the case for comparable companies in the U.S., and certain non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies. Securities markets outside the U.S., while growing in volume, have for the most part substantially less volume than U.S. markets, and many securities traded on these non-U.S. markets are less liquid and their prices more volatile than securities of comparable U.S. companies. In addition, settlement of trades in some non-U.S. markets is much slower and more subject to failure than in U.S. markets. There also may be less extensive regulation of the securities markets in particular countries than in the U.S. Additional costs could be incurred in connection with the Flagship Funds', the Distressed Funds' and the Lending Funds' international investment activities. Brokerage commissions outside the U.S. generally are higher than in the U.S. Expenses also may be incurred on currency exchanges when investments are changed from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of non-U.S. laws to non-U.S. custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in non-U.S. jurisdictions. Investments denominated in currencies other than the U.S. dollar have a price determined by reference to currencies other than the U.S. dollar. The Flagship Funds, the Distressed Funds and the Lending Funds value their securities and other assets in U.S. dollars. The value of certain of the Flagship Funds', the Distressed Funds' and the Lending Funds' assets fluctuates with U.S. dollar exchange rates as well as with price changes of the Flagship Funds', the Distressed Funds' and the Lending Funds' investments in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which the Flagship Funds, the Distressed Funds and the Lending Funds make their investments will reduce the effect of increases and magnify the U.S. dollar equivalent of the effect of decreases in the prices of the Flagship Funds', the Distressed Funds' and the Lending Funds' investments in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Flagship Funds', the Distressed Funds' and the Lending Funds' non-U.S. dollar investments. CFIUS & National Security/Investment Clearance Considerations. Certain investments by the Flagship Funds, the Distressed Funds or the Lending Funds that involve the acquisition of interests in a business connected with or related to national security or critical technology, critical infrastructure or the collection or maintenance of personal data of U.S. citizens may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States ("CFIUS") and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and/or control of interests in the relevant Fund. In the event that CFIUS or another regulator reviews one or more of the Flagship Funds', the Distressed Funds' or the Lending Funds' proposed or existing investments, there can be no assurances that such Fund will be able to maintain, or proceed with, such investments on terms it finds acceptable. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of the

Funds' investments. Such limitations or restrictions may prevent the Flagship Funds, the Distressed Funds or the Lending Funds from maintaining or pursuing investments, which could adversely affect the relevant Fund's performance with respect to such investments (if consummated) and thus such Fund's performance as a whole. Beginning on January 2, 2025, the U.S. Department of the Treasury's Outbound Investment Security Program went into effect, which prohibits or requires notification of certain types of outbound investments by U.S. persons into certain entities located in or subject to the jurisdiction of China, Hong Kong, and Macau (as well as certain entities subject to Chinese ownership or control) that are engaged in the development of certain national security technologies and products (presently, certain semiconductors and microelectronics, quantum information technologies, and artificial intelligence technologies), as well as any other countries that are or may be designated under the program's regulations. Together, these regulations may affect the relevant Fund's business and operations. In the event that CFIUS, the U.S. Department of the Treasury administering the Outbound Investment Security Program, or a non-U.S. national security/investment clearance regulator reviews one or more of the proposed or existing investments of a Fund, there can be no assurances that such Fund will be able to maintain, or proceed with, such transactions on terms acceptable to Silver Point. Such regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the relevant Fund from (i) maintaining or pursuing investments in certain jurisdictions and/or (ii) disposing of investments already made in such jurisdictions, or may increase the cost and time associated with such activities, which could adversely affect the performance of the relevant Fund and in turn adversely affect our profitability. Assumption of Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts (including, but not limited to the outbreak of hostilities involving the United States and the Middle East); cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which a Fund invests (or has a material negative impact on the operations of Silver Point or the Funds' service providers), the risks of loss can be substantial and could have a material adverse effect on the Funds and the investors' investments therein. Furthermore, any such event may also adversely impact one or more individual investors' financial condition, which could result in substantial withdrawal requests by such investors as a result of their individual liquidity situations and irrespective of Fund performance. Cyber Risks. Silver Point depends heavily upon computer systems to perform necessary business functions. Despite its implementation of a variety of security measures, Silver Point's computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, Silver Point may experience threats to its data and systems, including through malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, Silver Point's computer systems and networks, or otherwise cause interruptions or malfunctions in its operations, which could result in damage to its reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

Data Protection Risks. The Funds and/or Silver Point's processing of personal data associated with their employees and representatives, natural person investors, service provider representatives and others, including the use of third-party processors and cloud-based services to, among other things, store and maintain personal data, imposes legal and regulatory risks. Legal requirements relating to the collection, storage, handling and transfer of personal data continue to develop across the world. Certain activities of the Funds, Silver Point and/or any affiliates of Silver Point may, for example, be subject to the GDPR, the UK's data protection laws (the "UK GDPR") and/or the California Consumer Privacy Act (the "CCPA"). While the Funds, Silver Point and any affiliates of Silver Point intend to comply with their privacy and data protection obligations under the GDPR, the UK GDPR, the CCPA, and other applicable laws, they may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret the law, and these laws also continue to adapt and develop, including to address new technological developments, resulting in additional compliance costs. The failure of the Funds, Silver Point and/or any affiliates of Silver Point indirectly providing services to the Funds to comply with privacy and data protection laws could result in negative publicity and may subject the Funds to significant costs associated with investigations, litigation, settlements, regulatory action, judgments, liabilities or penalties. If privacy or data protection laws are implemented, interpreted or applied in a manner inconsistent with Silver Point's expectations, that may result in business practices changing in a manner that adversely impacts the Funds. Moreover, if the Funds, Silver Point and/or any affiliates of Silver Point suffer a security breach impacting personal data or any other confidential or sensitive information, there may be obligations to notify government authorities or stakeholders, which may divert Silver Point's time and effort and entail substantial expense as well as negative publicity. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the securities held by the Funds. Silver Point believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies' responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable.

Artificial Intelligence and Machine Learning Developments. Recent technological advances in artificial intelligence and machine learning technology (collectively, "AI Technology"), including large language models ("LLMs") such as OpenAI's ChatGPT and the release by other companies of similar LLM applications, pose risks to Silver Point, the Funds and the issuers the Funds invest in. Silver Point, the Funds and the issuers the Funds invest in could be exposed to the risks of AI Technology if third-party service providers or any counterparties, whether or not known to Silver Point, use AI Technology in their business activities in ways that cause business or regulatory risk. Silver Point will not be in the position to control the way thirdparty products are developed or maintained or the way third-party services are provided. Silver Point could be further exposed to the risks of AI Technology if third-party service providers or any contractual counterparties, whether or not known to Silver Point, use AI Technology in their business activities in ways that give rise to business or regulatory risk (including prohibited or high-risk use cases under legislation such as the European Union's AI Act). Use of AI Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information), sensitive financial information or personally identifiable information—for example, by third parties in contravention of non-disclosure agreements—into AI Technology applications. It is possible that such actions could result in such confidential information becoming part of a dataset that is accessible by other third-party AI Technology applications and users. See also "Cyber Risks" above. There are also risks associated with authorized use of AI Technology. Independent of its context of use, AI Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the accuracy and effectiveness of AI Technology and increase the risk of use of AI Technology. Additionally, AI Technology may generate outputs that violate applicable law or the rights, including intellectual property rights, of third parties. Silver Point may face legal risks to the extent it uses, relies upon, or disseminates such outputs. AI Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. The legal framework governing development, training, and use of AI Technology continues to evolve and change, including at the state, national, and international level. These laws and regulations, to the extent applicable, may result in a change to Silver Point's practices and create additional regulatory uncertainty. Social Media. The use of social networks such as Facebook, LinkedIn, X (formerly known as Twitter) and Instagram, message boards such as Reddit and other internet channels has become widespread within the U.S. and globally. As a result, parties now have the ability to rapidly and broadly disseminate information or misinformation without relying on traditional media intermediaries. Information often spreads rapidly across large segments of the U.S. and global population, frequently without any independent verification as to its accuracy, which has led to the spread of misinformation in many cases. The spread of information or misinformation regarding Silver Point, a Fund or a Fund's issuers or their respective affiliates could result in material and adverse effects on any of the foregoing. Furthermore, certain administrators of or other service providers to social networks, message boards, app stores, websites and other internet outlets have taken actions to ban, block, verify or censor the content disseminated on

their networks. Such actions, or similar actions taken by government regulators or courts, could negatively affect a Fund or a Fund's issuers or their respective affiliates (e.g., if an issuer were to face public backlash or regulatory penalties for taking such actions, or if an issuer were itself the subject of such a ban). Conversely, a failure to take actions that limit the dissemination of false or misleading information could also negatively affect Silver Point, a Fund or a Fund's issuers or their respective affiliates. Political Risks: The Funds and their issuers could be adversely affected by changes in, or uncertainty surrounding, political events that are beyond their control or the control of Silver Point. For example, the outbreak of hostilities in or involving the U.S., Western European countries or elsewhere, the death of a major political figure or similar occurrences may have significant adverse effects on the investment results of the Funds. Investments may be subject to changing political environments, regulatory restrictions, sudden overturn of established norms and changes in government institutions and policies, any of which could adversely affect investments made by the Funds and their issuers. U.S. Policy Changes. Political and governmental shifts in the United States have led to changing stances on numerous domestic and international issues. These changes, along with the resultant economic uncertainty, could impact the Fund's ability to source, negotiate, execute, manage, or exit investments. Actions taken by the United States government may have significant global effects—including on market and financial conditions, trade policies, tax rates, legal or regulatory regimes and broader economic and social dynamics. Such actions could also prompt reciprocal, retaliatory, or responsive measures from other countries, regional blocs (including the European Union), corporations, or other market participants. The United States has indicated that it may seek to withdraw from, renegotiate, amend, rescind or not abide by certain agreements, policies, regulations, statutes and other measures, and it could pursue policy outcomes that could diverge significantly from prior assumptions. However, the specific measures that will be implemented or enacted, as well as their impact on the Funds and their investments remain uncertain, and could change frequently. Any such developments could materially affect the projections, goals, assumptions, targets, estimates, forecasts, strategies or plans of the Funds in ways that cannot currently be determined with any certainty, including through effects (inside and outside the United States) on the desirability of certain financial or nonfinancial assets, the investability of certain countries or regions, the business prospects of certain industries, the certainty or predictability of legal systems and otherwise. Inflation and Deflation Risk. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Funds' investments can decline. Deflation risk is the risk that prices decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of the companies underlying the Funds' investments and may make defaults more likely, which may result in a decline in the value of the Funds' investments. Some countries, including the United States, have recently experienced and may in the future experience substantial rates of inflation, which may have negative effects on the economies and securities markets of their economies. Governmental efforts to curb inflation (such as price controls) may involve drastic economic measures affecting the level of economic activities. There can be no assurance that the relevant governments will be able to exercise effective control over inflation rates or that a high rate of inflation will not have a materially adverse effect on the Funds' investments. Global Trade Developments. Global trade disruption, together with future downturns in the global economy, significant introductions of trade barriers and bilateral trade frictions between

the United States and key export markets and major trading partners could adversely affect the financial performance of the Funds and the Funds could lose both invested capital in, and anticipated profits from, their affected investments. Global Supply Chain Disruptions. The issuers of certain Funds may depend on goods and services that may be affected by disruptions to global supply chain networks. Such issuers' procurement of goods and services are subject to risks associated with political or financial instability, the availability of raw materials to suppliers, merchandise quality issues, trade restrictions, tariffs, currency exchange rates, labor problems, transport capacity and costs and other factors relating to foreign trade, including costs and uncertainties associated with potential sell-through difficulties and reputational damage that may be associated with such portfolio companies' inability to be able to provide their goods and services on a timely and quality basis as a result of any of the foregoing. Increased Regulatory Oversight. Increased regulation (whether promulgated under securities laws or any other applicable law) and regulatory oversight of and changes in law applicable to private investment funds and their managers may impose administrative burdens on Silver Point, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert Silver Point's time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual's or a firm's activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. A number of states and public pension plans have adopted 'pay-to-play' laws, regulations or policies which prohibit, restrict or require disclosure of payments and certain contacts with state officials by individuals and entities seeking to do business with state entities, including investments by or advising public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation to a government plan investor for two years after a contribution is made by the adviser or certain of its executives or employees to certain elected officials or candidates. If Silver Point or its employees fail to comply with pay-to-play rules, whether or not such non-compliance is intentional, any such non-compliance could have an adverse effect on a Fund by, for example, providing the basis for the withdrawal of the affected government plan investor and could be the basis for a violation of an applicable regulation. Changes in Tax Law. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the "OBBBA"), which made significant changes to U.S. federal income tax law. The OBBBA made permanent many provisions of the Tax Cuts and Jobs Act of 2017, including the individual and corporate tax rate structures, the 20% deduction for qualified business income from certain passthrough entities, the immediate expensing of domestic research and experimental expenditures and 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025. The OBBBA also made substantial modifications to the international tax rules applicable to U.S. persons, including changes to the net CFC tested income ("NCTI," formerly GILTI) regime, the foreign-derived deduction eligible income (FDDEI, formerly FDII) regime, and the base erosion and anti-abuse tax (BEAT). The OBBBA further increased the cap on the state and local tax (SALT) deduction for certain taxpayers for tax years 2025 through 2029, and made other changes that may affect the deductibility of investment expenses and the tax treatment of certain fund-level and investor-level items. In addition, future Treasury and regulatory guidance related to the implementation of the OBBBA

may change or clarify the application of these rules in material ways for the Flagship Funds, the Distressed Funds, the Lending Funds, their investors and their investments. Risk Factors with respect to the Lending Funds Nature of Investments. The Lending Funds intend to invest a substantial portion of their commitments in senior secured loans and secondary purchases of debt issued by small and middle market companies, and to a lesser extent, preferred stock and equity investments. •

Senior Secured Loans. When the Lending Funds make a "unitranche" or senior secured term loan investment in a portfolio company, they generally take a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which is expected to help mitigate the risk that the Lending Funds will not be repaid. However, there is a risk that the collateral securing the loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, the lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company's financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that the Lending Funds will receive principal and interest payments according to the loan's terms, or at all, or that the Lending Funds will be able to collect on the loan should they be forced to enforce its remedies.

•

Mezzanine or Other Junior Debt. To the extent the Lending Funds invest in mezzanine or other junior debt, it may incur additional risks. Junior debt investments generally will be subordinated to senior loans and will either have junior security interests or be unsecured. As such, other creditors may rank senior to the Lending Funds in the event of an insolvency. This may result in greater risk and loss of principal.

•

Equity Investments. When the Lending Funds invest in senior secured loans or mezzanine loans, they may acquire equity securities, including warrants, as well. In addition, the Lending Funds may invest directly in the equity securities of portfolio companies. The goal is ultimately to dispose of such equity interests and realize gains upon the disposition of such interests. However, the equity interests the Lending Funds receive may not appreciate in value and, in fact, may decline in value. Accordingly, the Lending Funds may not be able to realize gains from their equity interests, and any gains that they do realize on the disposition of any equity interests may not be sufficient to offset any other losses.

•

Preferred Stock and Preferred Securities. To the extent the Lending Funds invest in preferred securities, they may incur particular risks, including: ▪

preferred stock and preferred securities generally include provisions that permit the issuer, at its discretion, to defer

distributions for a stated period without any adverse consequences to the issuer; ▪

if the Lending Funds own a preferred security that is deferring its distributions or paying interest in-kind, they may be required to report income for U.S. federal income tax purposes before they receive such distributions and investors may be required to pay incentive compensation on non-cash accruals that ultimately may not be realized;

▪

preferred securities are subordinated to bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and liquidation payments, and therefore are subject to greater credit risk than more senior debt instruments, and preferred stock is similarly subordinated to preferred securities; and

▪

generally, preferred stock and preferred security holders have no voting rights with respect to the issuing company unless preferred distributions or dividends have been in arrears for a specified number of periods, at which time the holders may elect a number of directors to the issuer's board, but only until all the arrearages have been paid.

Silver Point expects that a substantial portion of the Lending Funds' portfolios will consist of investments in private companies and companies with attributes that may be perceived as more risky or speculative by loan counterparties. These attributes include, but are not limited to: (i) borrowers with an imminent need for capital; (ii) borrowers with complex capital structures; (iii) borrowers undergoing corporate reorganizations or restructurings; (iv) borrowers in outof-favor or misunderstood industries; and/or (v) borrowers pledging non-traditional assets as security. The Lending Funds' ability to make a fully informed investment decision may be constrained, as there is little public information available about private companies, which also may not have third-party debt ratings or audited financial statements. Insufficient access to information about market comparables may also constrain the quality of the investment decision process. The Lending Funds will depend on Silver Point to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies. If the Lending Funds are unable to obtain sufficient material information about the companies in which they invest, they may not make a fully informed investment decision and the Lending Funds may suffer losses. Small and Middle Market Companies. The Lending Funds intend to invest primarily in small and middle market companies, which involves a number of significant risks, including: •

such issuers may have limited financial resources and may be unable to meet their obligations under their debt securities that the Lending Funds hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the SCF II realizing any guarantees the Lending Funds may have obtained in connection with their investment;

•

they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more

vulnerable to competitors' actions and market conditions, as well as general economic downturns; •

they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on the Lending Funds;

•

they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

•

Silver Point may, in the ordinary course of business, be named as a defendant in litigation arising from investments in the portfolio companies;

•

they generally have less publicly available information about their businesses, operations and financial condition and, if the Lending Funds are unable to uncover all material information about these companies, they may not make a fully informed investment decision; and

•

they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

Taking Possession of Underlying Collateral. The Lending Funds may take possession of collateral including, without limitation, an asset or business, through a purchase or foreclosure action. There can be no assurance that Silver Point or any management team established by Silver Point will be able to successfully operate, hold or maintain the collateral in accordance with the expectations of the Lending Funds, or that the Lending Funds will be able to profit from their investment in such collateral. Risks Associated with Investing in Commercial and Industrial Loans; Real Estate as Collateral. Certain of the Lending Funds' loan investments may be subject to the risks inherent in the ownership of real property to the extent that real property may be underlying collateral for such investments. Factors that can affect the value of the loans that are targeted for investment by the Lending Funds include, without limitation, (i) the diversity and quality of a property's tenants, including whether the owner relies on a single or dominant tenant and the creditworthiness of any such tenant; (ii) the terms, including duration, of a property's leases with tenants; (iii) an economic decline in the business that occupies a property; (iv) a decline in a particular business segment, which thereby reduces demand for a particular type of space; (v) the physical attributes of a property (both individually and in comparison to competing properties), including, but not limited to, a property's age, its physical condition, design and appearance, its location and access to transportation, and its ability to offer amenities (e.g., sophisticated systems and/or wiring requirements); (vi) a property's technological attributes and adaptability to changes in a tenant's technological needs; (vii) the desirability of the neighborhood as a location; (viii) continued expenses for maintenance, refurbishment and modernization of existing facilities, even prior to their useful life; (ix) a decline in the managerial capacity or prowess of a business operator; (x) the strength of the local economy, including the cost of labor, quality of life and the tax environment; (xi) an adverse impact on

the neighborhood's population, including employment growth (thereby creating demand for office space), each influence the ability of the borrower to repay the loan and the underlying value of the business occupying the property and (xii) acts of God and other factors beyond the control of Silver Point. In the event of a default of a loan, the Lending Funds may not fully recover the amount invested in the loan, which may result in a loss on such loan even if purchased at a discount. Potential Environmental Liabilities. Under various U.S. Federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real estate (which may include lenders such as the Lending Funds in some instances) may be required to investigate and clean up any hazardous or toxic substances or petroleum product releases and may be liable for the costs in connection with such contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner knew of, or was responsible for, the presence of the contaminants, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The cost of investigation, remediation or removal of such substances may be substantial, and the owner's liability as to any property is generally not limited to the value of the property and/or the aggregate assets of the owner. Furthermore, the presence of such substances on such property may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances or petroleum products at a disposal or treatment facility may also be liable for the costs of removal or remediation of a release of hazardous or toxic substances or petroleum products at such disposal or treatment facility, whether or not the facility is owned or operated by such person. In certain circumstances, third-party lenders that have directed or had an active involvement in the environmental compliance activities or the day-to-day management of a borrower's facilities or that have taken possession of or title to such borrower's collateral may be liable for the costs of removal or remediation of a release of hazardous or toxic substances or petroleum products at the facility. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with contamination. In addition, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. Certain U.S. Federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for release of asbestos-containing materials and may provide for third parties to seek recovery from owners or operators of real property for personal injury associated with such asbestos-containing materials. In connection with Lending Funds' debt investments, a Lending Fund, to the extent it has an active involvement in the environmental compliance activities of a borrower's facilities or takes possession of a borrower's collateral, may incur liability for environmental costs. Additionally, changes in environmental laws or in the environmental condition of an asset may create liabilities that did not exist at the time of acquisition and that could not have been foreseen. Investments Longer Than Term. As a result of the expiration of the Lending Funds' term, the Lending Funds may not be able to advantageously dispose of their investments prior to the end of the term of the Lending Funds. In these circumstances, although Silver Point expects that investments (and their underlying collateral, if applicable) will be able to be disposed of prior to the end of the term of the Lending Funds, the Lending Funds may have to sell, distribute, or

otherwise dispose of investments (or collateral) at a disadvantageous time for a price which is less than the price that could have been obtained if they were held for a longer period of time. Additionally, due to the illiquid nature of the collateral that underlies many of the positions which the Lending Funds are expected to acquire, as well as the uncertainties of the reorganization and active management process, Silver Point is unable to predict with confidence what the exit strategy will ultimately be for any given position. Sourcing of Investments. Silver Point expects to source a substantial volume of the Lending Funds' investment opportunities through Silver Point's investment professionals, internal sourcing platform and external relationships. To the extent these sourcing channels do not present the Lending Funds with a sufficient volume of investment opportunities, or the opportunities presented are not suitable for investment by the Lending Funds, the Lending Funds' performance may be materially adversely affected. Risk of Leverage. As part of the Lending Funds' business strategy, the Lending Funds may directly or indirectly leverage their investments through borrowings and may utilize leverage embedded in derivative instruments. This will result in the Lending Funds controlling more assets than the Lending Funds have capital contributions from investors. The presence of such leverage will magnify the volatility of the Lending Funds' investment portfolio and substantially increase the risk profile of the Lending Funds and their investments. Direct leverage increases the Lending Funds' returns if the Lending Funds earn a greater return on investments purchased with borrowed funds than the Lending Funds' cost of borrowing such funds. However, the use of leverage exposes the Lending Funds to additional levels of risk, including (i) net asset value declining more sharply than it otherwise would have had the Lending Funds not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions, (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Lending Funds' cost of borrowing such funds, (iv) general interest rate fluctuations, which may adversely impact the rate of return on invested capital and (v) financing arrangements which subordinate the Lending Funds' investors to its lenders and may include the right to withhold distributions of interest payments in respect of any or all investments of the Lending Funds for various reasons. If the assets and liabilities of the Lending Funds are not appropriately matched, adverse changes in interest rates could reduce or eliminate the incremental income created through the use of leverage. In the event of a sudden, precipitous drop in value of the Lending Funds' assets, the Lending Funds might not be able to liquidate assets quickly enough to repay their borrowings, further magnifying their losses, and may not be able to make distributions. The Lending Funds' ability to service any debt that they incur will depend largely on their financial performance and will be subject to prevailing economic conditions and competitive pressures. The financing costs of direct leverage will reduce cash available for distribution to investors. If the Lending Funds themselves become subject to a liability, parties seeking to have the liability satisfied may have recourse to the applicable Lending Funds' assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. The Lending Funds' financing arrangements may be structured generally as a portfolio financing where all investments are cross-collateralized and multiple investments may be subject to the risk of loss. As a result, the Lending Funds could lose their interests in several performing investments in the event any investment is cross-collateralized with poorly performing or nonperforming investments.

Furthermore, any debt facility into which the Lending Funds may enter may impose financial and operating covenants that restrict business activities, ability to call capital, remedies on default and similar matters. In connection with borrowings, the Lending Funds' lenders may also require them to pledge assets, capital commitments and/or the proceeds of their capital calls. Debt facilities into which the Lending Funds enter may be subject to periodic renewal by lenders and there can be no guarantee that lenders will continue to extend credit to the Lending Funds. Lastly, the Lending Funds may be unable to obtain their desired leverage, which would, in turn, affect their return on capital, resulting in reduced rates of return relative to projections. Collateralized Loan Obligations. The Lending Funds may securitize certain investments, including through the formation of one or more collateralized loan obligations, or CLOs, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in that entity on a non-recourse or limited-recourse basis to purchasers. If a Lending Fund was to create a CLO or other securitization vehicle, it would depend on distributions from the vehicle to pay distributions to its limited partners. The ability of a CLO or other securitization vehicle to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict a Lending Fund's ability, as holder of a CLO or other securitization vehicle equity interest, to receive cash flow from these investments. Also, a CLO or other securitization vehicle may take actions that delay distributions to, among other things, retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of its debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO or other securitization vehicle, or cash flow may be completely restricted for the life of the CLO or other securitization vehicle. In addition, a decline in the credit quality of loans in a CLO or other securitization vehicle due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force the sale of certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to the fund's limited partners. If a Lending Funds were to form a CLO or other securitization vehicle, to the extent that any losses were incurred by the financing vehicle in respect of any collateral, these losses would be borne first by such Lending Fund as owner of its equity interests. Any equity interests that the Lending Fund were to retain in a CLO or other securitization vehicle would not be secured by its assets and would rank behind all of its creditors. Predatory and Other Lending Laws. Under the anti-predatory lending laws of some states, the origination of certain residential mortgage loans (including loans that are not classified as "high cost" loans under applicable law) must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a residential mortgage loan, for example, does not meet the test even if the related originator reasonably believed that the test was satisfied. Failure of residential mortgage loan originators or servicers to comply with these laws, to the extent any of their residential mortgage loans become part of the Lending Funds' mortgagerelated assets, could subject the Lending Funds, as an assignee or purchaser of the related residential mortgage loans, to monetary penalties and could result in the borrowers attempting to rescind the affected residential mortgage loans. If the loans are found to have been originated in violation of predatory or abusive lending laws, and the Lending Funds have no right to

indemnification or the sellers are unable to meet their indemnification obligations, the Lending Funds could incur losses, which could adversely impact the Lending Funds' results of operations, financial conditions and business. State Licensing Requirements. The Lending Funds may be required to obtain various state licenses in order to, among other things, originate commercial loans, and may also be required to obtain similar licenses from other authorities, including outside the United States in connection with one or more investments. Applying for and obtaining required licenses can be costly and take several months. There is no assurance that the Lending Funds will obtain all of the licenses that they need on a timely basis. Furthermore, the Lending Funds will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that the Lending Funds will satisfy those requirements. The failure to obtain or maintain licenses might restrict investment options and have other adverse consequences. Illiquidity; Market for Investments in Portfolio Companies. A significant portion of the Lending Funds' investments will be in loans to private companies. The illiquidity of these investments may make it difficult for the Lending Funds to sell positions if the need arises. In addition, if a Lending Fund is required to liquidate all or a portion of its portfolio quickly, it may realize significantly less than the value at which it had previously recorded such investments. In addition, the Lending Funds may face other restrictions on their ability to liquidate an investment in a portfolio company to the extent that they hold a significant portion of a company's equity or if they have material non-public information regarding that company. Potential Lack of Diversification. The Lending Funds' portfolio may be concentrated in a limited number of portfolio companies and industries. As a result, the aggregate returns the Lending Funds realize may be significantly adversely affected if a small number of investments perform poorly or if the Lending Funds need to write down the value of any one investment. Additionally, a downturn in any particular industry in which a Lending Funds is invested could significantly affect its aggregate returns. Market conditions, including increased competition, may also cause the Lending Funds' portfolios to be comprised of assets that differ significantly from Silver Point's expectations at the time of the initial offering of interests. Need for Follow-on Investments. Following their initial investment in a given issuer, the Lending Funds may decide to provide additional funds to such issuer or may have the opportunity to increase their investment in an issuer. There is no assurance that the Lending Funds will make follow-on investments or that the Lending Funds will have sufficient funds to make all or any of such investments. Any decision by the Lending Funds not to make followon investments or their inability to make such investments may have a substantial negative effect on an issuer in need of such an investment, may result in a lost opportunity for the Lending Funds to increase their participation in a successful investment, may result in the Lending Funds' investments in the relevant issuer becoming diluted may result in a loss of value for the Lending Funds. Original Issue Discount and Payment-in-kind Interest. Original issue discount ("OID") may arise if the Lending Funds hold securities issued at a discount, receive warrants in connection with the making of a loan, through contractual payment-in-kind ("PIK") interest (interest paid in the form of additional principal amount of the loan instead of in cash), or in certain other circumstances. The higher interest rates of OID instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID instruments generally represent a significantly higher credit risk than coupon loans. Even if the accounting conditions

for income accrual are met, the borrower could still default when actual payment to the Lending Funds are supposed to occur at the maturity of the obligation. OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. Depending on the amount of noncash income generated by OID and PIK, the Lending Funds may have difficulty funding distributions to investors, and may use leverage to do so. Interest Rate Risk. The majority of the Lending Funds' debt investments are likely to be based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on the Lending Funds' investments, the value of an investment in the Lending Funds and the rate of return on invested capital. On one hand, a reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on net interest income, which also could be negatively impacted by borrowers making prepayments on their loans. On the other hand, an increase in interest rates could increase the interest repayment obligations of borrowers and result in challenges to their financial performance and ability to repay their obligations. An increase in interest rates also could decrease the value of any investments the Lending Funds hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase the Lending Funds' interest expense, thereby decreasing net income. Also, an increase in interest rates available to investors could make investment in the Lending Funds less attractive if the Lending Funds are not able to increase their distribution rate, which could reduce the value of an investment in the Lending Funds. A rise in the general level of interest rates typically leads to higher interest rates applicable to the Lending Funds' debt investments. Accordingly, an increase in interest rates may result in an increase in the amount of the incentive compensation payable to Silver Point. To the extent that the floating interest rates applicable to the Lending Funds' debt investments are subject to a negotiated cap or floor, the Lending Funds may be unable to capitalize upon favorable market fluctuations of interest rates. Risk Factors with respect to the Select Opportunities Fund To the extent the Select Opportunities Fund invests (i) pro rata alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III, the Select Opportunities Fund will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. The Select Opportunities Fund is also subject to additional risks as described in the applicable offering documents. Risk Factors with respect to the Silver Star Fund To the extent the Silver Star Fund invests alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds, in each case, on an "overflow basis" after such funds have received their entire desired share of each investment opportunity falling within their respective investment programs, as determined by the applicable fund's investment adviser; the Silver Star Fund will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. The Silver Star

Fund is also subject to additional risks as described in the applicable offering documents. Risk Factors with respect to the Loan Funding To the extent the Loan Funding invests (i) pro rata alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and any other account managed by Silver Point with an investment program substantially similar to the Specialty Lending Fund, the SCF II, the SCF III and the SCF (U) III, or (ii) alongside the Specialty Lending Fund, the SCF II, the SCF III, the SCF (U) III and potentially other Funds on an "overflow basis" with respect to secondary opportunities after such funds have received their entire desired share of each investment opportunity falling within the investment program of such funds but that exceed the capacity of such funds; the Loan Funding will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. The Loan Funding is also subject to additional risks as described in the applicable offering documents. Risk Factors with respect to the Distressed Funds Loan Origination. The Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund may originate loans, including secured and unsecured notes, senior and second lien loans, mezzanine loans, and other similar investments. The Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund may subsequently offer these investments (or portions thereof) for sale to its affiliates, including the Offshore Distressed Opportunities Fund, the Offshore Distressed Institutional Fund, the Offshore Distressed II Institutional Fund or affiliates thereof, or to third parties, which could include certain other investment funds or separately managed accounts managed by Silver Point or its affiliates. There is, however, no assurance that the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund will complete any such sale as anticipated. In determining the target amount to allocate to such investments, the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund may take into consideration the fact that it may sell, assign or offer participations in such investments to its affiliates or third parties as described above. If the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund are unable to sell, assign or successfully close transactions for the loans that it originates, the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund or the Domestic Distressed II Institutional Fund will be forced to hold its interest in such loans for an indeterminate period. This could result in the investments of the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund or the Domestic Distressed II Institutional Fund being over-concentrated in certain borrowers. In making loans, the Distressed Funds will compete with a broad spectrum of lenders, some of which may be willing to lend money on better terms (from a borrower's standpoint) than the Distressed Funds. Increased competition for, or a diminution in the available supply of, qualifying loans may result in lower yields on such loans, which could reduce returns to the Distressed Funds. In addition, loan origination involves a number of particular risks that may not exist in the case of secondary debt purchases, including:

• When originating loans, the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund will generally have to rely more on its own resources to conduct due diligence of the borrower, which will likely be more limited than the diligence conducted for a broadly syndicated transaction involving an underwriter; • Loan origination involves additional regulatory risks (for example, the Domestic Distressed Opportunities Fund, the Domestic Distressed Institutional Fund and the Domestic Distressed II Institutional Fund may have to obtain licenses in certain jurisdictions, which it may fail to obtain or fail to maintain); and • The borrowers may in some circumstances be higher credit risks who could not obtain debt financing in the syndicated markets. In addition to the above, originating loans to private and middle-market companies involves risks that may not exist in the case of large, more established and/or publicly-traded companies, including: • These companies may have limited financial resources and limited access to additional financing, which may increase the risk of their defaulting on their obligations, leaving creditors, such as the Distressed Funds, dependent on any guarantees or collateral that they may have obtained; • These companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render such companies more vulnerable to competition and market conditions, as well as general economic downturns; • There will not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality; • These companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies' ability to meet their obligations; • These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position; and • These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. Need for Follow-on Investments. Following its initial investment in a given issuer, the Distressed Funds may decide to provide additional funds to such issuer or may have the opportunity to increase its investment in an issuer. There is no assurance that the Distressed Funds will make follow-on investments or that the Distressed Funds will have sufficient funds to make all or any of such investments. Any decision by the Distressed Funds not to make follow-on investments or their inability to make such investments may have a substantial negative effect on an issuer in need of such an investment, may result in a lost opportunity for

the Distressed Funds to increase their participation in a successful investment, may result in the Distressed Funds' investments in the relevant issuer becoming diluted may result in a loss of value for the Distressed Funds. Risk Factors with respect to the Select B Opportunities Fund To the extent the Select B Opportunities Fund invests pro rata alongside the Distressed Funds and/or the Flagship Funds, the Select B Opportunities Fund will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. The Select B Opportunities Fund is also subject to additional risks as described in the applicable offering documents. Risk Factors with respect to the Silver Point CLOs To the extent the Silver Point CLOs pursue transactions or investment strategies similar to the other funds managed by Silver Point (e.g., the Flagship Funds), the Silver Point CLOs will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. The Silver Point CLOs are also subject to additional risks as described in the applicable offering documents. Risk Factors with respect to SPPC BDC Regulations; Raising Capital. Operating as a BDC has a number of advantages compared to continuing as a private fund but also presents additional challenges. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets in securities of nonpublic or thinly traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. The asset diversification requirements and leverage limitations applicable to BDCs may hinder Silver Point's ability to take advantage of attractive investment opportunities and to achieve SPPC's targeted returns on its investments, as SPPC will have less flexibility to alter its asset mix as a BDC, as compared to a private fund. SPPC is also subject to additional risks as described in its offering documents. Risk Factors with respect to the Select Overflow Funds To the extent the Select Overflow Funds pursue transactions or investment strategies similar to the other funds managed by Silver Point (e.g., the Distressed Funds), the Select Overflow Funds will be subject to some or all of the foregoing risks, depending on the risks associated with the applicable transaction or investment strategy. All of the Select Overflow Funds' assets will generally be invested in the bonds and/or debt of a single issuer and other instruments of or relating to such issuer, and may also include cash or cash equivalents and hedging instruments; therefore, the Select Overflow Funds will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of such issuer than a less concentrated portfolio would be. As a result, the Select Overflow Funds' aggregate return may be volatile. The Select Overflow Funds are also subject to additional risks as described in their offering documents. Risk Factors with respect to the CLO Equity Funds

Exposure to Certain Financial Instruments. The CLO Equity Funds may invest, directly or indirectly (through the Select C CLO Manager or CLO Equity Fund II Manager, as applicable, (together, the "CLOEF CLO Managers") or otherwise), in interests in (i) CLOs and the equity or debt therein, (ii) certain debt instruments during the warehousing stage; (iii) warehouse equity or first loss interests; (iv) other financial instruments exchanged for or used to acquire CLO equity; (v) investments directly purchased or otherwise received by the CLO Equity Funds (which investments may include, but are not limited to, warrants or options to acquire securities of an obligor and the equity securities received by a CLO upon exercising such warrants or options) in exchange for or related to an existing CLO investment or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of an underlying CLO investment; (vi) swaps, options, warrants, caps, collars, floors, forward rate agreements, credit and equity derivatives, spot and forward currency transactions and other derivative instruments; (vii) secured and unsecured debt (whether senior, subordinated or junior) with fixed, contingent or varying rates of interest, bonds (including investment grade, high yield and convertible bonds), loans (including bank loans and debtor-in-possession loans), notes, participations, mortgages and consumer debt, and letters of credit; (viii) limited partnership interests and other equity interests; (ix) money market funds, obligations of the United States or any state thereof, non-U.S. government and instrumentalities of any of them, commercial paper, certificates of deposit, bankers acceptances, or other cash equivalents; and (x) other financial instruments that provide for the contractual or conditional payment of an obligation or cash flow; or loans secured by any of the preceding. Any such investments may be made through open-market purchases, private placements, registered offerings or otherwise. Notwithstanding the foregoing, the Funds will not invest directly in any other Silver Point Account (as defined below), which, for the avoidance of doubt, shall not be deemed to include the CLOEF CLO Managers, Silver Point-originated CLOs, any special purpose vehicle, coinvestment vehicle, alternative investment vehicle or similar investment vehicle through which the CLO Equity Funds may effectuate their investment programs. The CLO Equity Funds may invest directly or indirectly in futures contracts or options on futures to the extent permitted by applicable law. The CLO Equity Funds may also hedge currency and interest rate exposure. Availability of Investments. The identification of investments suitable for the CLOEF II is difficult and involves significant uncertainty. The business of investing in loans, bonds, derivative instruments and other securities or financial instruments in which the CLOEF II is permitted to invest has become increasingly competitive, and a number of financial institutions, private investment funds (including private investment funds) and other persons already pursue or are planning to pursue such investments. These market participants may affect asset prices and deplete available investment opportunities that Silver Point would otherwise have considered for investment by the CLOEF II. There can be no guarantee that Silver Point will identify such investment opportunities or that committed capital will be fully invested. Even if such investments are identified there can be no assurance that they will not decline in value considerably while held by the CLOEF II including as a result of a drop in LIBOR or other index rates, extended weakness in the credit or other markets, or other circumstances. Investments Longer Than Term. The CLO Equity Funds may make portfolio investments that may not be advantageously disposed of prior to the date the CLO Equity Funds are dissolved, either by expiration of the CLO Equity Funds' term or otherwise. Although Silver Point expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at termination, the CLO Equity Funds may have to sell, distribute or otherwise dispose of

portfolio investments at a disadvantageous time as a result of dissolution. There can be no assurances with respect to the time frame in which the winding-up and the final distribution of proceeds to investors will occur. Need for Follow-on Investments. Following their initial investment in a given issuer, the CLO Equity Funds may decide to provide additional funds to such issuer or may have the opportunity to increase its investment in an issuer. There is no assurance that the CLO Equity Funds will make follow-on investments or that the CLO Equity Funds will have sufficient funds to make all or any of such investments. Any decision by the CLO Equity Funds not to make follow-on investments or their inability to make such investments may have a substantial negative effect on an issuer in need of such an investment, may result in a lost opportunity for the CLO Equity Funds to increase their participation in a successful investment, may result in the CLO Equity Funds' investments in the relevant issuer becoming diluted may result in a loss of value for the CLO Equity Funds. Collateralized Loan Obligations. The CLOEF CLO Managers will manage and invest in vehicles investing primarily in senior secured debt obligations, which will be in the form of CLOs and warehouse facilities. The following CLO-specific risk factors contemplate CLOs managed by the CLOEF CLO Managers, however, the CLO Equity Funds may also make opportunistic investments in CLOs managed by third parties and third-party CLOs are subject to similar risks. Limited Diversification. The CLO Equity Funds will invest in CLO equity and warehouse facilities and potentially CLO debt, with the Funds' portfolio being concentrated in a limited number of CLOs, most of which are managed by the CLOEF CLO Managers (or an affiliate of Silver Point). In addition, the portfolio of underlying loans or bonds of the CLOs may be significantly concentrated in securities related to a limited number of issuers, industries, sectors, strategies, countries and geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Leverage Risk. The CLO Equity Funds may borrow as part of its investment program. In addition, the Funds will indirectly incur leverage through investment in equity securities issued by CLOs. The CLO Equity Funds' investment in CLOs involves significant leverage, both within the CLO and in the companies to which the CLOs acquire their loans. Leverage is embedded in classes of a CLO other than the most senior tranche, with the highest leverage applicable to an investment in CLO equity securities. The cumulative effect of the use of leverage by a CLO in a market that moves adversely to the CLO's investments could result in a substantial loss to the investor in the CLO with the greatest loss applicable to the equity securities issued by the CLO. In addition, the companies to which the CLOs make their loans are expected to be themselves significantly or highly leveraged. While leverage presents opportunities for increasing the total return on investments, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment could be magnified to the extent leverage is utilized and may result in a substantial loss to the Funds. Leverage and Financing Risk. As part of the CLO Equity Funds' business strategy, the CLO Equity Funds may directly or indirectly leverage their investments through a variety of

techniques, including credit agreements, margin financing, total return swaps and other derivatives, commitment-based financing, reverse repurchase agreements, and other borrowings (including on a joint and several or other basis with other entities). This will result in the CLO Equity Funds controlling more assets than the CLO Equity Funds have capital contributions from limited partners. Direct leverage increases the CLO Equity Funds' returns if the CLO Equity Funds earn a greater return on investments purchased with borrowed funds than the CLO Equity Funds' cost of borrowing such funds. However, the use of leverage exposes the CLO Equity Funds to additional levels of risk, including (i) net asset value declining more sharply than it otherwise would have had the CLO Equity Funds not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions, (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Funds' cost of borrowing such funds and (iv) general interest rate fluctuations, which may adversely impact the rate of return on invested capital. If the assets and liabilities of the CLO Equity Funds are not appropriately matched, adverse changes in interest rates could reduce or eliminate the incremental income created through the use of leverage. In the event of a sudden, precipitous drop in value of the CLO Equity Funds' assets, the CLO Equity Funds might not be able to liquidate assets quickly enough to repay their borrowings, further magnifying their losses, and may not be able to make distributions. The CLO Equity Funds' ability to service any debt that they incur will depend largely on their financial performance and will be subject to prevailing economic conditions and competitive pressures. The financing costs of direct leverage will be operating expenses and will reduce the net return of the CLO Equity Funds and the cash available for distribution to limited partners. In addition, borrowings or guarantees by the CLO Equity Funds under such credit facilities may result in the general partner to each applicable CLO Equity Fund being eligible to receive carried interest earlier than would have been the case had no credit facility been utilized. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the 12% preferred return (with the preferred return beginning to accrue when capital contributions to repay borrowings are actually made to the Funds). In light of the foregoing, the general parter to each of the CLO Equity Funds may have an incentive to fund the acquisition of investments and ongoing capital needs of the applicable CLO Equity Fund with the proceeds of borrowings under credit facilities or other borrowings guaranteed by the CLO Equity Funds in lieu of drawing down unused commitments. Furthermore, any debt facility into which the CLO Equity Funds may enter may impose financial and operating covenants that restrict business activities, ability to call capital, remedies on default and similar matters. In connection with borrowings, the CLO Equity Funds' lenders may also require the CLO Equity Funds to pledge or charge assets, capital commitments and/or the proceeds of their capital calls. Debt facilities into which the CLO Equity Funds enter may be subject to periodic renewal by lenders and there can be no guarantee that lenders will continue to extend credit to the CLO Equity Funds. For the avoidance of doubt, the CLO Equity Funds may from time to time enter into agreements to indemnify or provide funds in the event of breaches of contractual provisions by the CLO Equity Funds, the general partner to each of the CLO Equity Funds as applicable, Silver Point, a portfolio company (or issuer) and/or any of their respective subsidiaries, affiliates, partners, shareholders, members, employees and/or officers (whether such agreement to provide funds is described as a guarantee (including a "bad boy," "big boy" or similar guarantee), performance undertaking or otherwise) and any such agreements will not be considered a borrowing or a

guarantee for purposes of any limitations on borrowings and/or guarantees set forth in the applicable governing documents. Lastly, the CLO Equity Funds may be unable to obtain the desired leverage, which would, in turn, affect their return on capital, resulting in reduced rates of return relative to projections. Collateral. The instruments and borrowings utilized by the CLO Equity Funds to leverage investments may be collateralized by all or a portion of the CLO Equity Funds' portfolio. Accordingly, the CLO Equity Funds may pledge or charge their securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged or charged to brokers to secure the CLO Equity Funds' margin accounts decline in value, the Funds could be subject to a "margin call", pursuant to which the CLO Equity Funds must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged or charged securities to compensate for the decline in value. The banks and dealers that provide financing to the CLO Equity Funds can apply essentially discretionary margin, "haircut", financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Risks of Investment Focus. The notes issued by a CLO ("CLO Securities") generally will fluctuate with, among other things, the financial condition of the obligors/issuers of the underlying portfolio of assets of the related CLO ("CLO Collateral"), market conditions, general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. CLO Securities are issued on a non-recourse basis, and holders of CLO Securities must rely solely on distributions on the CLO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CLO Collateral are insufficient to make payments on the CLO Securities, no other assets will be available for payment of the deficiency and following liquidation of the CLO Collateral, the obligations of such issuer to pay such deficiency will be extinguished. Lower Credit Quality Securities. The underlying loans or bonds of a CLO in which the CLO Equity Funds may invest may be deemed by rating agencies to have substantial vulnerability to default in payment of interest and/or principal. Other securities may have the lowest quality ratings or may be unrated. A CLO may purchase loans that have ratings that have been downgraded or placed on "credit watch" for future downgrades. Lower rated and unrated securities in which a CLO may invest can have large uncertainties or major risk exposures to adverse conditions and can be considered to be speculative. Generally, such securities offer a higher return potential than higher rated securities, but involve greater volatility of price and greater risk of loss of income and principal. The market values of loans and bonds held by a CLO also may tend to be more sensitive to changes in market or economic conditions than other securities. The value of the leveraged loans underlying a CLO may also be affected by changes in the market's perception of the entity issuing or guaranteeing them, or by changes in government regulations and tax policies. Illiquid Investments. Although the CLOEF CLO Managers will generally seek to invest CLO assets in liquid/passive positions, depending upon a CLO's investment objectives the CLOEF CLO Managers may also pursue opportunities in more illiquid investments including, without limitation, certain middle market loans and notes. Such investments, which may lack a readily available market value or may need to be held until the resolution of a special event or circumstance, may constitute a material portion of a CLO's portfolio. In such circumstances,

the CLOEF CLO Managers may not be able to readily dispose of such investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Illiquid investments and other assets and liabilities for which market prices are not readily available will generally be carried at values determined by an independent valuation party or agent selected by the CLOEF CLO Managers. These additional risks may severely affect the returns to investors. Many leveraged loans have balloon or bullet payments, and, if a loan obligor cannot generate sufficient cash flow or obtain new financing before any such payment becomes due, it is likely to default in its payment obligations under the loan. Such a default will generally result in acceleration of the loan or a restructuring of the debt. A restructuring of loans can be a lengthy and costly process and there can be no certainty as to the outcome of restructuring negotiations. To the extent that a loan is collateralized, an acceleration of such loan may result in liquidation of underlying collateral and there can be no assurance that such collateral can be liquidated at a price sufficient to repay the related loan. Significant numbers of obligors on loans may face the need to refinance their debt over the next few years, and significant numbers of collateralized loan obligation transactions (historically an important source of funding for loans) have reached or are close to reaching the end of their reinvestment periods or the final maturities of their own debt. As a result, there could be significant pressure on the ability of obligors on loans to refinance their debt over the next few years unless a significant volume of new collateralized loan obligation transactions or other sources of funding develop. If such sources of funding do not develop, significant defaults in collateral obligations could occur. In periods of economic distress, the CLO's recovery is likely to be lower than it would be under more favorable economic and market conditions. In general, increasing defaults by obligors of collateral obligations may require the CLOEF CLO Managers to sell distressed assets in unfavorable market conditions, may limit the CLO's access to cash flow from its assets, may result in failure of one or more overcollateralization ratio tests and may ultimately result in an event of default and reduced returns on the notes issued by the CLO. Collateral Obligation Performance May Deteriorate. Negative economic trends nationally as well as in specific geographic areas of the United States could result in an increase in bond and loan defaults and delinquencies. Though levels of defaults and delinquencies are currently below peak levels, there is a material possibility that economic activity will be volatile or will slow, and some obligors may be significantly and negatively impacted by negative economic trends. A continuing decreased ability of obligors to obtain refinancing (particularly as high levels of required refinancings approach) may result in an economic decline or otherwise increase market volatility and/or cause a deterioration in the performance of debt obligations generally and defaults of CLOs. There is no way to determine whether such trends will remain stable, improve or worsen in the future, or when any change to the current economic and/or market climates may occur. Default and Recovery Rates of CLO Collateral. There are varying sources of statistical default and recovery rate data for loans and high-yield securities acting as CLO Collateral and numerous methods for measuring default and recovery rates. The historical performance of the high-yield market or the leveraged loan market is not necessarily indicative of its future performance. Mandatory Withdrawal of CLO Senior Tranches. Under certain circumstances, cash flows from CLO Collateral that otherwise would have been paid to the holders of its mezzanine CLO debt and the related CLO equity will be used to redeem the related CLO senior tranches. This

could result in an elimination, deferral, or reduction in the interest payments, principal repayments or other payments made to the CLO Equity Funds as holder of such CLO equity. CLO Collateral. CLO Collateral will generally consist of senior secured assets, including commercial loans. Such loans are typically negotiated by one or more commercial banks or other financial institutions and syndicated among a group of commercial banks and financial institutions and other investors. The loans will typically be to borrowers that have below investment grade ratings (or no ratings) and will generally be leveraged companies. A description of risks associated generally with the purchase of such higher yielding investments is noted herein. Optional Withdrawal of CLO Senior Tranches. An optional withdrawal by a CLO of its notes could require the CLOEF CLO Managers to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the realized value of the CLO Collateral sold (and which in turn could adversely impact the holders of any related CLO equity securities, including the CLO Equity Funds). Insolvency Risks. Various laws enacted for the protection of creditors may apply to the issuers of the CLO Collateral. Price Volatility Risk. The prices of CLO Collateral are highly volatile. Price movements may be influenced by, among other things: changing supply and demand relationships; trade, fiscal, monetary and exchange control programs and policies of governments; U.S. and foreign political events and policies; changes in national and/or international interest rates and rates of inflation; currency devaluations and revaluations, and market sentiments. "Widening" Risk. For reasons not necessarily attributable to any of the risks set forth herein, the prices of loans of a CLO in which the CLO Equity Funds may invest may decline substantially. In particular, purchasing assets at what may appear to be "undervalued" levels is no guarantee that these assets will not trade at even lower levels at a time of valuation or at the time of sale. It may not be possible to predict, or to hedge against, such "spread widening" risk. Risks of Litigation. Investing in higher-yielding and distressed securities can be a contentious and adversarial process. Different investor groups may have qualitatively different and frequently conflicting interests. The CLOEF CLO Managers' investment activities may include activities that are hostile in nature and will subject CLOs to the risks of becoming involved in litigation with third parties. This risk may be greater where the CLOEF CLO Managers exercises control or significant influence over a company's direction. The expense of defending claims against CLOs by third parties and paying any amounts pursuant to settlements or judgments are generally borne by CLOs and would reduce net assets. CLOs may indemnify the CLOEF CLO Managers in connection with such litigation depending on client documentation and the facts and circumstances involved. Risks Associated with Bankruptcy Cases. Certain distressed and higher-yielding investments owned by CLOs may be the subject of bankruptcy and reorganizations. Many of the events within a bankruptcy case are adversarial and often beyond the control of creditors. While creditors generally are afforded an opportunity to object to significant actions, a bankruptcy court may approve actions that are contrary to the interests of the CLOs. Furthermore, there are instances in which creditors and equity holders may lose their ranking and priority such as when they assume management and functional operating control of a debtor.

Generally, the duration of a bankruptcy case can only be roughly estimated. Unless the CLO's claim in such case is secured by assets having a value in excess of such claim, no interest will be permitted to accrue, and, therefore, the CLO's return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors, and confirmed by the bankruptcy court. The risk of delay is particularly acute when a creditor holds unsecured debt or when the collateral value underlying secured debt does not equal the amount of the secured claim. Under most circumstances, unless the debtor is proved to be solvent, no interest or fees are permitted to accrue after the commencement of the debtor's case, as a matter of U.S. bankruptcy law. It should also be noted that reorganizations outside of bankruptcy are also subject to unpredictable and potentially lengthy delays. U.S. bankruptcy law permits the classification of "substantially similar" claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the CLO's influence with respect to a class of investment instruments can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. The administrative costs associated with a bankruptcy proceeding are frequently high and will be paid out of the debtor's estate prior to any return to creditors (other than out of assets or proceeds that are subject to valid and enforceable liens and other security interests) and equity holders. In addition, certain claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. The CLOEF CLO Managers may cause CLOs to purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchases could be disallowed by a bankruptcy court if the court determined that the CLO has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the CLO. CLO Equity Securities are Volatile and Interest and Principal Payments Payable on the CLO Equity Securities are not Fixed. Most of the CLO Equity Funds' investments will be in the form of highly subordinated, unsecured residual tranches of CLOs, which are susceptible to losses of up to 100 percent of the initial investment. CLO equity securities are the most subordinated tranche of a CLO and all payments of principal and interest on such CLO equity securities are fully subordinated. Interest and principal payments are not fixed but are based on residual amounts available to make such payments. As a result, payments on such CLO equity securities will be made by the CLO issuer to the extent of available funds, and no payments thereon will be made until among other things (a) the payment of certain costs, fees and expenses have been made and (b) interest and principal (respectively) has been paid on the more senior notes of the CLO. Non-payment of interest or principal on such CLO equity securities will be unlikely to cause an event of default in relation to the CLO issuer. CLO equity securities represent a highly leveraged investment in the underlying assets of the CLO issuer. Accordingly, it is expected that changes in the market value of such CLO equity securities will be greater than changes in the market value of the underlying assets of the CLO issuer, which themselves are subject to credit, liquidity, interest rate and other risks. Utilization of leverage is a speculative investment technique and involves certain risks to investors and will generally magnify the CLO equity securities investors' opportunities for gain and risk of loss. In certain scenarios, the CLO equity securities may be subject to a partial or a 100 percent loss of invested capital. CLO equity securities represent the most junior securities in a

leveraged capital structure. As a result, any deterioration in performance of the asset portfolio of a CLO issuer, including defaults and losses, a reduction of realized yield or other factors, will be borne first by holders of such CLO equity securities prior to the rest of the capital structure. Investing in Loans Involves Particular Risk. The CLO Equity Funds, or any CLO in which the CLO Equity Funds invest, may acquire interests in loans either directly (by way of assignment from the selling institution) or indirectly (by purchasing a participation interest (a "Participation Interest") from the selling institution). As described in more detail below, holders of Participation Interests are subject to additional risks not applicable to a holder of a direct interest in a loan. Participations by the CLO Equity Funds, or any CLO in which the CLO Equity Funds invest, in a selling institution's portion of a loan typically result in a contractual relationship only with such selling institution, not with the borrower. In the case of a Participation Interest, the CLO Equity Funds or a CLO will generally have the right to receive payments of principal, interest and any fees to which it is entitled only from the institution selling the participation and only upon receipt by such selling institution of such payments from the borrower. By holding a Participation Interest in a loan, the CLO Equity Funds or a CLO generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set off against the borrower, and the CLO Equity Funds or a CLO may not directly benefit from the collateral supporting the loan in which it has purchased the participation. As a result, the CLO Equity Funds or a CLO will assume the credit risk of both the borrower and the institution selling the participation, which will remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the CLO Equity Funds or a CLO, by owning a Participation Interest, may be treated as a general unsecured creditor of the selling institution, and may not benefit from any set off between the selling institution and the borrower. In addition, the CLO Equity Funds or a CLO may purchase a participation from a selling institution that does not itself retain any portion of the applicable loan and, therefore, may have limited interest in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower. When the CLO Equity Funds or a CLO holds a Participation Interest in a loan it will not have the right to vote under the applicable loan agreement with respect to every matter that arises thereunder, and it is expected that each selling institution will reserve the right to administer the loan sold by it as it sees fit and to amend the documentation evidencing such loan in all respects. Selling institutions voting in connection with such matters may have interests different from those of the CLO Equity Funds or a CLO and may fail to consider the interests of the CLO Equity Funds or a CLO in connection with their votes. Certain of the loans or Participation Interests may be governed by the law of a jurisdiction other than a United States jurisdiction. The CLOEF CLO Managers are unable to provide any information with respect to the risks associated with purchasing a loan or a Participation Interest under an agreement governed by the laws of a jurisdiction other than a United States jurisdiction, including characterization under such laws of such Participation Interest or subParticipation Interest in the event of the insolvency of the institution from whom the CLO Equity Funds or a CLO purchases such Participation Interest or sub-Participation Interest or the insolvency of the institution from whom the grantor of the sub-Participation Interest purchased its Participation Interest. The purchaser of an assignment of an interest in a loan typically succeeds to all the rights and obligations of the assigning selling institution and becomes a lender under the loan agreement

with respect to that loan. As a purchaser of an assignment, the CLO Equity Funds or a CLO generally will have the same voting rights as other lenders under the applicable loan agreement, including the right to vote to waive enforcement of breaches of covenants or to enforce compliance by the borrower with the terms of the loan agreement, and the right to set off claims against the borrower and to have recourse to collateral supporting the loan. Assignments are, however, arranged through private negotiations between assignees and assignors, and in certain cases the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning selling institution. Assignments and participations are sold strictly without recourse to the selling institutions, and the selling institutions will generally make no representations or warranties about the underlying loan, the borrowers, the documentation of the loans or any collateral securing the loans. In addition, the Funds or a CLO will be bound by provisions of the underlying loan agreements, if any, that require the preservation of the confidentiality of information provided by the borrower. Because of certain factors including confidentiality provisions, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not purchased or sold as easily as are publicly traded securities. Currency Risk. The CLO Equity Funds or a CLO's investments (or interests) that are denominated in currencies other than U.S. Dollars will be subject to the risk that the value of such currency will decrease in relation to the U.S. Dollar. Although the CLOEF CLO Managers will consider hedging any non-U.S. Dollar exposures back to U.S. Dollars, an increase in the value of the U.S. Dollar compared to other currencies in which the CLOEF CLO Managers make their investments would otherwise reduce the effect of increases and magnify the effect of decreases in the prices of its non-U.S. Dollar denominated investments in their local markets. Fluctuations in currency exchange rates will similarly affect the U.S. Dollar equivalent of any interest, dividends or other payments made that are denominated in a currency other than U.S. Dollars. Currency Hedging. The CLOEF CLO Managers may invest a portion of their CLOs' assets in the securities of non-U.S. issuers and other instruments denominated in non-U.S. currencies, the prices of which are determined in reference to currencies other than the U.S. dollar. To the extent that a CLO values its portfolio investments in U.S. dollars, the CLOEF CLO Managers may seek (or will be instructed by the CLO to seek) on such CLO's behalf to hedge non-U.S. currency exposure, but it may not always be practicable to do so. Ultimately, unless otherwise instructed by a particular CLO, the decision to hedge and to what degree will be made in the CLOEF CLO Managers' discretion. To the extent investments are not currency hedged, the value of a CLO's positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as the price changes of the investments in the various local markets and currencies. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in which a CLO makes its investments will reduce the effect of any increases and magnify the effect of any decreases in the prices of such CLO's securities in their local markets, which may result in a loss to such CLO. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on such CLO's non-U.S. dollar investments. The CLOEF CLO Managers may seek to protect the value of some or all of a CLO's portfolio holdings against currency fluctuations by engaging in hedging transactions, but there can be no assurance that such hedging transactions will be effective. The CLOEF CLO Managers may enter into a number of different types of hedging transactions including, without limitation, forward contracts on currencies and entering into foreign currency borrowings. There can be no guarantee that instruments suitable for hedging currency or market shifts will be available

at the time the CLOEF CLO Managers wish to use them or will be able to be liquidated when the CLOEF CLO Managers wish to do so. Contingent Liabilities. From time to time CLOs may incur contingent liabilities in connection with an investment. For example, the CLOEF CLO Managers may cause the CLO to purchase from a lender a revolving credit facility that has not yet been fully drawn (commonly known as "revolvers"). If the borrower subsequently draws down on the facility, a CLO would be obligated to fund the amounts due. The CLOEF CLO Managers may also cause the CLO to enter into agreements pursuant to which it agrees to assume responsibility for default risk presented by a third-party, and may, on the other hand, enter into agreements through which third parties offer default protection to the CLO. Conditions in the CLO New Issue Market. Because the CLO Equity Funds will invest mostly in CLOs to be managed by the CLOEF CLO Managers (or an affiliate of Silver Point) and the related warehousing facilities, if conditions in the CLO market make it difficult for CLOs to issue securities the CLOEF CLO Managers may not be able to find any appropriate investments or may be delayed in making its investments. There have been periods of time (for example, 2008 and 2009) when CLOs were unable to issue their securities in the new issue CLO market and, since then, there have been periods when the market conditions have been sufficiently difficult that there has been a "slowdown" in issuance of CLO securities. In some market conditions only the most established collateral managers and collateral managers which own portfolios of loans were able to complete the issuance of CLO securities. If any of these difficult market conditions should develop, the CLOEF CLO Managers may be frustrated or delayed in the implementation of its CLO program, and as a result the CLOEF CLO Managers may not be able to invest its capital or may invest its capital more slowly than originally anticipated. Warehousing Risk. The CLO Equity Funds may invest in the subordinated risk of the warehousing facility for CLOs that it will manage. The investment by the CLO Equity Funds will be subordinated to a senior lender. As a result, in the event that the CLO fails to issue its securities by the deadline established by the senior lender (or if an event of default occurs under the warehousing agreements), the senior lender will have the right to liquidate the loan portfolio and apply the proceeds to repay its advances and accrued interest. In the event that such a liquidation occurs, the CLO Equity Funds may suffer a loss. Warehousing facilities are undertaken with many different structures that have evolved (and will continue to evolve) with changes in market conditions and counterparty preferences. Therefore, it is not possible to predict how the warehousing facilities in which the CLO Equity Funds will make a subordinated investment will be structured. The structures of these warehousing facilities may expose the CLO Equity Funds to additional risks. U.S. Risk Retention. On February 9, 2018, the U.S. Court of Appeals for the District of Columbia Circuit held that the Dodd-Frank Act does not authorize U.S. federal regulators to require that CLO managers, such as the CLOEF CLO Managers, comply with the requirements of the U.S. credit risk retention rules where the collateral for a CLO is acquired on the open market (the "LSTA Decision"). The CLOEF CLO Managers, as the managers of open-market CLOs, will not be required to comply with the U.S. risk retention rules with respect to such open-market CLOs that they manage. No assurance can be given as to whether there will be changes to the applicability of the U.S. risk retention rules (and the LSTA Decision) and whether such changes would have any future

material adverse effect on the business, financial condition or prospects of the CLO Equity Funds or on the market value or liquidity of CLO securities generally. European and United Kingdom Due Diligence Requirements. Affected investors within the EU ("Affected EU Investors") and the UK ("Affected UK Investors") should be aware that they could be subject to due diligence requirements under Regulation (EU) 2017/2402 (the "EU Securitisation Regulation") or the regulation of securitization in the UK, comprising: (i) the UK Securitisation Regulations 2024 (SI 2024/102), (ii) the Securitisation Sourcebook of the Financial Conduct Authority Handbook (the "FCASR") published by the UK's Financial Conduct Authority, (iii) the Securitisation Part of the Prudential Regulation Authority Rulebook (the "PRASR") published by the UK's Prudential Regulation Authority, and (iv) the applicable provisions of the UK Financial Services and Markets Act 2000 (together, the "UK Securitisation Regulation" and, together with the EU Securitisation Regulation, the "EU/UK Securitisation Regulations"). Affected EU Investors and Affected UK Investors include various types of EU and UK regulated investors including institutions for occupational retirement provision, credit institutions, alternative investment fund managers who manage or market alternative investment funds in the EU or the UK, investment firms, insurance and reinsurance undertakings and management companies of UCITS funds (or internally managed UCITS) which are set out in the EU/UK Securitisation Regulations. These requirements restrict such investors from investing in securitisations unless such investors have verified that, among other things: (i) in the case of both EU Affected Investors and UK Affected Investors that the originator, sponsor or original lender will retain, on an ongoing basis, a material net economic interest of not less than five percent (5%) in the securitisation in accordance with Article 6 of the EU Securitisation Regulation, Chapter 2, Article 6 of the PRASR or and SECN 5 of the FCASR (as applicable) and the risk retention is disclosed to the investor; (ii) the originator, sponsor or SSPE has, where applicable, made available the information required (in the case of an EU Affected Investor) in accordance with Article 7 of the EU Securitisation Regulation or (in the case of an UK Affected Investor), made available sufficient information to enable the Affected UK Investor to independently assess the risks of holding the securitisation position and has committed to make further information available on an ongoing basis, as appropriate, including (but not limited to) details relating to the underlying exposures on a quarterly basis and quarterly investor reports providing updates on the credit quality and performance of the underlying exposures; and (iii) where the originator or original lender is established in a third country (outside of the EU or UK as applicable), the originator or original lender grants all the credits giving rise to the underlying exposure on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor's creditworthiness. To the extent applicable, the CLOEF CLO Managers intend to retain a material net economic interest within the meaning of the EU/UK Securitisation Regulations, by holding (i) an interest in the first loss tranche of the CLO, by way of holding a principal amount of such tranche equal to at least five percent (5%) of the nominal value of the loans and other assets in the CLO representing principal proceeds, or (ii) an interest in each tranche of securities issued by the CLO to investors, by way of holding a principal amount of such tranche equal to at least five percent (5%) of the nominal value of each tranche of securities issued to investors on the related issue date (the "EU/UK Retention Interest"). The credit risk of an EU/UK Retention Interest

or the underlying portfolio of securitized assets may not be sold, hedged or otherwise mitigated under, except to the extent permitted in accordance with the EU/UK Securitisation Regulations. Risk of the CLO Manager Not Qualifying as an "originator". To the extent applicable, the CLOEF CLO Managers intend to qualify as an "originator" under the EU/UK Securitisation Regulations and therefore will be required in respect of certain of the underlying debt obligations held by the CLO to (i)(A) itself or through a related entity, participate in the original agreements which created the debt obligations being securitised; or (B) acquire the debt obligations for its own account, either by taking credit risk with respect to such debt obligations during a holding period prior to selling such debt obligations to the CLO or through agreeing to take credit risk with respect to debt obligations held by the issuer during a specified period and (ii) hold the EU/UK Retention Interest. Affected EU Investors should be aware there is currently significant uncertainty around funds investing in CLO equity and whether such would qualify as an "originator" under the EU Securitisation Regulation. A recent report by a joint committee of EU regulators (the "JC Report") considered the meaning of the phrase "predominant source of revenue" as used for the purposes of the sole purpose test, which provides that an entity may not be an "originator" if established for the sole purpose of securitizing exposures. The joint committee confirmed that "revenue" should be determined by income received (rather than, for example, the principal amount of assets or any other capital support to the retention holder) and also considered that the term 'predominant' should be interpreted as a threshold of more than 50%, meaning that more than 50% of an originator's revenues must be derived from sources other than the exposures to be securitised, risk retained assets or proposed to be retained (or any corresponding income from such exposures and risk retained assets). The JC Report stated that in the opinion of the joint committee of EU regulators any new issuance following the release of the report on March 31, 2025 should apply this interpretation of "predominant". However, it is not clear how to calculate the revenue of an originator in order to meet the "predominant" requirement, and no regulatory guidance has been provided. Should the CLOEF CLO Managers not be regarded as a qualifying 'originator' for the purposes of the EU/UK Securitisation Regulations, the CLOEF CLO Managers will not be able to meet their respective investment objectives. Furthermore, Silver Point faces substantial risks should the CLOEF CLO Managers not be treated as an "originator" for the purposes of the EU/UK Securitisation Regulations. Seasoning Periods Under EU/UK Retention Requirements. The CLOEF CLO Managers may be required to acquire assets for its own account and hold them for not less than a certain period of time prior to selling such assets to a CLO in order to be considered the "originator" of such asset under EU/UK retention requirements. In the event that such asset undergoes a default or credit event and is not eligible for purchase by the CLO, the CLO Manager may be responsible for either holding or disposing of such asset. In addition, the CLO Manager may sell such asset to the applicable CLO at the price at which it was acquired by the CLO Manager, or the CLO Manager may be required to sell the asset to the applicable CLO at the prevailing market price at the time of the sale. This could expose the CLO Manager to credit and/or mark-to-market losses. The periods of time for which the company is required to undertake this risk is in flux and at all times subject to change by investors and regulators in the EU and/or the UK. Failure by the CLOEF CLO Managers or the CLO Equity Funds to comply with the EU/UK Securitisation Regulations. To the extent the EU/UK Securitisation Regulations are applicable to a CLO, failure by the CLOEF CLO Managers to comply with the EU/UK Securitisation

Regulations may result in various penalties for investors subject to regulatory requirements, including the imposition of a punitive capital charge and direct sanctions by their relevant regulator, and may also have an adverse impact on the value and liquidity of the securitization notes held by the CLO Equity Funds and therefore investors' returns and liquidity on the interests. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and liquidations due to default and foreclosures) occur on loans underlying the CLO Equity Funds' CLO equity or warehousing investments will be affected by a variety of factors including the prevailing level of interest rates as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, "premium" financial instruments (financial instruments whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and "discount" financial instruments (financial instruments whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since the Funds' investments may include discount financial instruments when interest rates and/or spreads are high, and may include premium financial instruments when interest rates are low, such investments may be adversely affected by changes in prepayments in any interest rate environment. Competition and Availability of Investments. A CLO's success in loan investing will depend, in part, on its ability to obtain the loans that comprise the collateral for CLOs and warehousing on advantageous terms. Competition for attractive investment opportunities in such loans may weaken the CLOEF CLO Managers' ability to capture attractive investment opportunities. In purchasing loans, a CLO will compete with a broad spectrum of investors and institutions. Increased competition for, or a diminution in the available supply of, qualifying loans could result in lower yields on such loans, which could reduce returns to investors. Investing in High-Yield Securities. A CLO may invest in high-yield securities. Such securities are generally not exchange-traded and, as a result, these instruments trade in the over-thecounter marketplace, which is less transparent than the exchange-traded marketplace. Highyield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer's inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higherrated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Investing in High-Yield Bonds. Risks of high-yield bonds may include (among others): (i) limited liquidity and secondary market support, (ii) substantial market price volatility resulting from changes in prevailing interest rates, (iii) subordination in right of security to the prior claims of secured banks and other senior secured lenders, (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could

cause the CLOEF CLO Managers to reinvest premature redemption proceeds in lower yielding collateral obligations, (v) the possibility that earnings of the high-yield bond issuer may be insufficient to meet its debt service and (vi) the declining creditworthiness and potential for insolvency of the issuer of such high-yield bond during periods of rising interest rates and economic downturn. An economic downturn or increase in interest rates could severely disrupt the market for high-yield debt securities and adversely affect the value of outstanding highyield bonds and the ability of the issuers thereof to repay principal and interest. Issuers of high-yield bonds may be highly leveraged and may not have available to them more traditional sources of financing. The risk associated with acquiring the securities of such issuers generally is greater than is the case with higher rated securities. The prices of highyield bonds are likely to be more sensitive to adverse economic changes or individual corporate developments than higher rated securities. For example, during an economic downturn or a sustained period of rising interest rates, issuers of high-yield bonds may be more likely to experience financial stress, especially if such issuers are highly leveraged. During such periods, timely service of debt obligations may also be adversely affected by specific issuer developments, the issuer's inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of high-yield bonds because such securities may be unsecured. In addition, the Funds may incur additional expenses to the extent the CLOEF CLO Managers are required to seek recovery upon a default on a high-yield bond or participate in the restructuring of such obligation. Downward movements in interest rates could also adversely affect the performance of highyield bonds. High-yield bonds may have call or redemption features that would permit the issuer thereof to repurchase the securities from the CLOEF CLO Managers. If a call were exercised by the issuer of a high-yield debt security during a period of declining interest rates, the CLOEF CLO Managers likely would have to replace such called high-yield bond with lower yielding collateral obligations. The CLOEF CLO Managers may have difficulty disposing of certain high-yield bonds because there may be a thin trading market for such securities. To the extent that a secondary trading market for high-yield bonds does exist, it is generally not as liquid as the secondary market for higher rated securities. Under adverse market or economic conditions, the secondary market for high-yield bonds could contract further, independent of any specific adverse changes in the condition of a particular issuer. Reduced secondary market liquidity may have an adverse impact on market price and the CLOEF CLO Managers' ability to dispose of particular issues when necessary to meet the CLOEF CLO Managers' liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer of such securities. Reduced secondary market liquidity for certain high-yield bonds also may make it more difficult for the CLOEF CLO Managers to obtain accurate market quotations for purposes of valuing a CLO's portfolio. Market quotations are generally available on many high-yield bonds only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. As a result, the market value of bonds may not reflect the liquidation value of the bonds. Adverse publicity and investor perceptions, which may not be based on fundamental analysis, also may decrease the market value and liquidity of high-yield bonds, particularly in a thinly traded market.

Moody's has historically assigned a lower recovery rate for bonds than that of senior secured loans, which reflects both the historical lower recovery rate relative to par of bonds compared to senior secured loans in distressed credit scenarios, as well as the higher market value volatility of bonds. Certain bonds can be regarded as speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions, which may result in volatile pricing. An economic recession could severely disrupt the market for most bonds and may have an adverse impact on the value and price of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such bonds to repay principal and pay interest thereon and increase the incidence of default for such bonds. Fixed Income Securities and Loans. The CLOEF CLO Managers may cause a CLO to invest in fixed income related investments of U.S. and non-U.S. issuers, including, without limitation, bank debt, bonds, and notes as well as derivatives thereon. Fixed income securities generally pay fixed, variable or floating rates of interest. The value of fixed income securities will often change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities and bank loans can fluctuate in response to perceptions of creditworthiness, foreign exchange rates, political stability or soundness of economic policies. Fixed income securities and bank loans, particularly in the case of higher-yielding debt instruments in which the CLOEF CLO Managers invest, are subject to the risk of the issuer's inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity and general market liquidity (i.e., market risk). Further, in seeking to capture certain price appreciation opportunities, the CLOEF CLO Managers may purchase certain debt instruments for a CLO that are non-performing and possibly in default where the obligor or relevant guarantor may be in bankruptcy or liquidation (e.g., bankruptcy claims). Accordingly, there can be no assurance as to the amount and timing of payments, if any, with respect to these debt investments or that any such investments will be profitable. Below Investment-Grade Investment. The CLOEF CLO Managers expect to cause the CLOs to invest primarily in below investment grade securities and instruments. These investments (both bonds and bank debt) generally are not exchange-traded and, as a result, may trade in a smaller secondary market than exchange-traded securities. In addition, the CLOEF CLO Managers may cause a CLO to invest in bank debt of issuers that do not have publicly traded securities, which can make it more difficult to hedge the risks associated with such investments. High-yield investments that are rated below investment grade or are unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer's inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. These types of securities also tend to be more sensitive to economic conditions than are higher-rated securities. As a result, the market prices of such securities may be subject to abrupt and erratic market movements and changes in liquidity and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. Companies that issue such securities may be highly leveraged and may not have access to more traditional methods of financing. The potentially concentrated nature of a CLO's investment program in these types of investments could magnify the effects of such risks.

Investments in Distressed Securities. The CLOEF CLO Managers may cause a CLO to invest in below investment grade securities and obligations of domestic and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including issuers involved in bankruptcy or other reorganization and liquidation proceedings. While these securities may entail increased risks they also may offer the potential for correspondingly high returns. However, these securities may not be publicly traded and it may be difficult to obtain information as to the true condition of such issuers. In certain periods there may be little or no liquidity in markets for these securities. Restructurings or reorganizations may fail to be completed or be substantially delayed and expected returns on their securities may never materialize. In addition, a significant period of time may pass between the time at which the CLO makes its investment in distressed securities and the time that any such reorganization is completed. During this period, it is unlikely that the CLO will receive any dividend, interest or other disbursements on the distressed securities. The CLO will be subject to significant uncertainty as to such successful completion and may be required to bear certain expenses to protect its interest in the course of negotiations surrounding any potential reorganization. Furthermore, nonperforming assets by their nature may prove uncollectible or not yield appreciable returns for considerable periods of time. Such issuers' securities may be considered speculative, and their ability to pay their debts (including interest and principal of CLO investments held) on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such issuers. The level of financial, legal, and analytical sophistication necessary for successful investment in issuers experiencing significant business and financial difficulties is high. Information necessary to properly evaluate a distress situation may be difficult to obtain or be unavailable and the risks involved may not necessarily be identifiable or susceptible to considered analysis at the time of investment. There can be no assurance that the CLOEF CLO Managers will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or rehabilitation of a distressed asset or adequate realization upon such assets and claims. In any reorganization or liquidation proceeding relating to a distressed issuer in which the CLOEF CLO Managers cause a CLO to invest, a CLO may lose its entire investment, may be required to accept cash or securities with a value less than its original investment, and/or may be required to accept payment over an extended period of time. In such cases, the returns generated from investments may not compensate the CLOs adequately for the risks assumed. Similar risks apply in circumstances involving debt restructuring or workout of an issuer of collateral obligations. Troubled issuers and other asset-based investments also require active monitoring and may at time times require the CLOEF CLO Managers' participation in business strategy or reorganization proceedings. To the extent that the CLOEF CLO Managers become involved in such proceedings, the CLOs may have a more active participation in the affairs of the issuer. In addition, involvement by the CLOEF CLO Managers in an issuer's reorganization proceedings could result in the imposition of restrictions limiting a CLO's ability to liquidate its position in the issuer due to the receipt of material, nonpublic information or the imposition of trading restrictions on those parties that are more involved in the proceedings. Banking Relationships. Each of the CLO Equity Funds and Silver Point will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, "Banking Institutions"), which may include both U.S. and non-U.S. Banking Institutions from time to time. The CLO Equity Funds may also enter into credit facilities and

have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of Silver Point or the CLO Equity Funds to access, transfer or otherwise deal with their assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the CLO Equity Funds. For example, in such a scenario, the CLO Equity Funds could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation ("FDIC") protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, Silver Point or the CLO Equity Funds may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). Silver Point does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or the CLO Equity Funds' banking relationships, and there can be no assurance that the CLO Equity Funds or Silver Point will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Global Investments and Investments in Non-U.S. Markets. The CLO Equity Funds may invest in CLOs that are organized under the laws of jurisdictions outside the United States and these CLOs may invest, in part, in the debt instruments of issuers or obligors located outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of funds or other assets of a CLO, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of debt securities and other financial instruments may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Government interference with international transactions in its currency or the debt obligations of itself or its nationals through various means, including, without limitation, regulation of the local exchange market, restrictions on foreign investment by residents, limits on flows of investment funds from abroad and debt moratoria, may expose the Funds to unanticipated losses.

There are increasing concerns regarding the ability of multiple sovereign entities to continue to meet their debt obligations. In particular, ratings agencies have recently downgraded the credit ratings of various countries. Many economies are facing acute fiscal pressures as they struggle to balance budgetary austerity with stagnant growth. Many observers predict that a depressed economic environment will cause budget deficits in these economies to expand in the short term and further increase the perceived risk of a default, thereby rendering access to capital markets even more expensive and compounding the debt problem. The CLO Equity Funds may, through investments in CLOs, be subject to additional risks which include possible adverse political and economic developments, possible seizure or nationalization of foreign deposits and possible adoption of governmental restrictions that might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the financial instruments may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such financial instruments at the time of sale. No assurance can be given that any CLO will be able to fully avoid these risks. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender: (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called "equitable subordination"). The CLOEF CLO Managers do not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of the obligations in which a CLO will invest, the CLO may be subject to claims from creditors of an obligor that debt obligations of such obligor that are held by the CLO should be equitably subordinated, in which event the CLO Equity Funds as holders of the CLO equity will suffer a loss.

Material Relationship or Arrangements with Industry Participants Silver Point does not have any relationships or arrangements that are material to its advisory business or to its clients with related persons that are industry participants. Material Conflicts of Interest Relating to Other Investment Advisers Silver Point generally does not recommend or select other investment advisers for its clients; however, Silver Point has the right to cause its Funds to enter into joint venture arrangements, co-invest with third parties or otherwise participate in pooled investment vehicles managed by an unaffiliated third party, or may allocate discrete portions of its assets to independent managers to manage on a discretionary basis, if Silver Point determines that such an arrangement represents the best way to access a particular investment opportunity or otherwise expand the investment expertise available to the Funds. The Funds may be subject to various costs relating to such ventures, including additional performance-based or fixed asset-based fees or allocations payable to the promoters, managers, finders or sub-advisors of such ventures. For any ventures, co-investments or other arrangements involving an investment in a particular transaction, a difficult-to-access market or where a third party brings a special expertise to the situation (as determined by Silver Point), any such fees and allocations will not reduce any management fees or incentive compensation payable to Silver Point. For all such other ventures, co-investments or other arrangements, Silver Point will determine in its sole discretion whether any such fees and allocations will reduce any management fees or incentive compensation payable to Silver Point. Potential Expansion of Silver Point's Business. Silver Point actively seeks to strengthen its focus on (i) sourcing attractive investment opportunities; (ii) maintaining relationships with the capital markets community; (iii) providing customized and optimized financing solutions; and (iv) structuring investments in an effort to enhance the Funds' and other Silver Point Accounts' access to investment opportunities, including the ability to syndicate, place or otherwise transfer investments. Silver Point is expected to, from time to time, expand the services that it performs and the activities in which it engages. Although it has not done so as of the date of this Brochure, Silver Point may establish, at any time in the future, a broker/dealer, an investment vehicle that is substantially or wholly owned by Silver Point and its affiliates, a management company entity that utilizes its own balance

sheet or any other type of entity or investment vehicle that participates on a pro rata or overflow basis with investments made by the Funds (the "SPC Entities," which also may include financial, strategic or other Third-Party Participants (as defined below) with which Silver Point (and/or its affiliates) have a business, personal, political, financial or other relationship, and in which Silver Point (and/or its affiliates) has an investment or with whom Silver Point (and/or its affiliates) otherwise has entered into an economic arrangement (including for example banking institutions and other asset managers)). The creation of SPC Entities would be expected to enhance Silver Point's ability to be competitive in the marketplace for loans and other financial instruments, enhance its ability to control loan documentation, and widen the funnel of potential investments, which would also be expected to enhance liquidity for the Funds' investments. The SPC Entities may also provide services to third parties. In connection with investments made by the Funds and certain other Silver Point Accounts, and as part of Silver Point's advisory compensation, the SPC Entities may receive arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, servicing, commitment, documentation, advisory, structuring, facility, monitoring, amendment, administrative agent, collateral management and/or other transaction or other fees (collectively, "Other Income") in connection with portfolio investments in which the Funds and/or one or more Silver Point Accounts invest, propose to invest, or decide not to invest. The potential for the SPC Entities to receive these economic benefits creates a potential conflict of interest, as the SPC Entities have an incentive to cause the Funds and/or other Silver Point Accounts to invest in portfolio investments that provide such benefits to the SPC Entities. The provision of services by Silver Point and its affiliates to a Silver Point Account or to existing or potential portfolio investments and the allocated compensation will not require the review by or consent of such Silver Point Account's advisory committee or investors, except as is otherwise provided in the governing documents of such Silver Point Accounts. To mitigate conflicts, the benefits that the SPC Entities receive in connection with the SPC Entities' services related to issuers or transactions are generally partially or fully offset against the management fees payable (or incentive compensation allocable or distributable) to it by the relevant Silver Point Account, as and to the extent set forth in each Silver Point Account's governing documents. However, certain categories of fees are often part of Silver Point's advisory compensation and are not always offset against management fees (or incentive compensation). Alternately, these fees could be offset for certain Silver Point Accounts and not others. Silver Point is not obligated to offer offsetting arrangements to any Silver Point Account, when Silver Point offers such arrangements to other Silver Point Accounts, except as set forth in the relevant Silver Point Account governing documents. In addition, because Silver Point's affiliates would likely be heavily involved in negotiating these transactions, they have an incentive to structure the transactions to generate the types of fees that would not be offset or only partially offset against management fees (or incentive compensation) or otherwise generate Other Income for the benefit of the SPC Entities. For the avoidance of doubt, Fee Income shall not include any Other Income (including costs or expenses related to services or activities that generate Other Income). In the event these benefits are only partially offset against management fees payable (or incentive compensation allocable or distributable) to the SPC Entities, the SPC Entities would receive higher total compensation than the SPC Entities would receive in a compensation structure that does not contain deal-related compensation or for which such compensation is fully offset. As such, a conflict of interest exists because Silver Point has a financial incentive to originate investments other than the incentive associated with a management fee and

performance compensation. To partially mitigate this conflict, Silver Point's allocation policy prevents it from allocating investments based on a consideration of fee arrangements. In cases where a portion of an investment or prospective investment (including an originated investment) is allocated, placed and/or syndicated to one or more Participants (regardless of whether or not a portion of such investment was also allocated to the Funds), SPC Entities may receive and retain Other Income. As a result, in the case of investments where the Funds and Participants invest, there is an incentive to syndicate more of such investments or loans to Participants than would exist in the absence of the possibility to receive and retain Other Income. Investments may be syndicated either simultaneously with the Funds making (or committing to make) the applicable investment, or at a time thereafter. In the case of syndications that are effected after the initial investment (or commitment to make the investment), it is possible that all or a portion of an investment may be temporarily held by an SPC Entity, and, when that portion is sold to Participants or other parties, SPC Entities and/or another Silver Point affiliate will receive and retain Other Income. The portion of Other Income that is attributable to a Fund's investment in a transaction (and the portion thereof that will ultimately result in a management fee or incentive compensation offset), will be determined based on the same allocation methodology as Fee Income described in the governing documents of the applicable Fund. Other Income received by an SPC Entity in connection with activities related to a Fund or its investments, but that is not attributable to the portion of the Fund's capital invested in the applicable issuer as so determined by Silver Point, will not reduce the management fees (or incentive compensation) and will not otherwise be shared with or for the benefit of the Fund or the limited partners of the Fund. For the avoidance of doubt, as used in the context of Other Income, the term "Participants" includes all holders of the applicable financial instruments. In these instances, Silver Point has an incentive to find larger deals than the Funds would otherwise participate in to generate these transaction fees and profits. Further, these fees and profits create an incentive for the SPC Entities to sell a larger portion of a loan to third parties (thereby reducing the Funds' share of the loan) than Silver Point would in the absence of the opportunity to receive such fees or profits. Silver Point also has an incentive to allocate an investment or portion thereof to the SPC Entities in circumstances in which it is likely that it will be able to successfully syndicate the investment and earn syndication fees in connection with placing the investment with Participants or third parties (which fees would generally not be retained by such SPC Entities if the investments were syndicated by the Funds). Conversely, Silver Point will have an incentive not to allocate an investment or portion thereof to the SPC Entities where the post-closing syndication is expected to be challenging or subject to significant risk of failure. In cases where an SPC Entity or other Silver Point Accounts make "selldown investments" and the applicable Participants ultimately do not consummate their proposed investments (and, consequently, an SPC Entity and/or such other Silver Point Accounts retain their "selldown investments"), an SPC Entity and/or such other Silver Point Accounts may end up holding an interest in or with respect to an issuer in which the Funds are invested that is in a different part of the capital structure of such issuer compared to the Funds' interest (which interest may be senior or junior). In some cases, Silver Point will serve a lead role with respect to a particular originated loan. While Silver Point believes that serving in a lead role provides more attractive investments to

Silver Point Accounts over time, this role (and the fees Silver Point or its affiliates receive in connection therewith, which are a part of Silver Point's advisory compensation) could conflict with the short-term interests of Silver Point's clients on any particular deal. For example, when Silver Point serves in a lead role, Silver Point may be required to invest in each segment of the capital structure that comprises a particular offering, which could result in Silver Point Accounts participating in or retaining a larger-than-pro-rata portion of a particular instrument. Upon the closing of a particular transaction, the price attributed to various segments of a deal could be different than the eventual fair value of these assets. For example, the revolving loan portion of a deal could be overpriced initially compared to where a revolver would trade between third party buyers and sellers. When Silver Point Accounts receive a larger than pro rata portion of a revolving loan, the effect of the initial closing prices would be magnified. In addition, Silver Point could be required to sell a larger portion of a loan to third parties to win a mandate on a loan origination or to otherwise satisfy sponsor requests than Silver Point would otherwise prefer to sell in its capacity as investment manager to Silver Point Accounts. In such cases, Silver Point Accounts could receive smaller allocations of loans than such clients might otherwise prefer. Nonetheless, Silver Point believes that, in the long term, lead roles are integral to its efforts to secure the best investment opportunities for Silver Point Accounts. Certain Silver Point professionals and other persons (including persons associated with SPC Entities) that are involved in providing origination, sourcing, portfolio management, syndication or other services to the Funds and other persons on behalf of Silver Point (including Silver Point investment professionals dedicated to, among other things, the Funds) will also be involved in the business and operations of SPC Entities or devote time to SPC Entity activities (regardless of the entity through which such SPC Entity activities are conducted, which entities may include Silver Point), and their activities are expected to give rise to Other Income that are not subject to any management fee (or incentive compensation) offset, even though such persons are involved in investment-related activities on behalf of the Funds and/or other Silver Point Accounts. Such persons will face conflicts of interest in dedicating time and resources to the Funds, which could have a detrimental effect on such Funds' performance. In addition, SPC Entities can provide services to third parties (including corporate borrowers or competitors of Silver Point or one or more of its affiliates), other Silver Point Accounts (including the Funds) or their existing or potential portfolio companies, issuers or portfolio investments. Other Conflicts The Funds will be subject to a number of actual and potential conflicts of interest involving Silver Point and its affiliates, employees or partners, including the Funds, accounts or subaccounts (collectively, the "Silver Point Group"), including, among other things, the fact that: (i) the Silver Point Group conducts substantial investment, administrative and other related activities for the accounts of clients or members of the Silver Point Group (including investment funds and accounts that the Silver Point Group may form in the future) (such accounts or clients, including the Funds, "Silver Point Accounts") in which a particular Fund has no interest; (ii) the Silver Point Group may form a new fund or account that utilizes the same, similar or different strategies, objectives and policies as the Funds and such fund or account may have the same, similar or different fee terms than the Funds; (iii) the Silver Point Group advises other Silver Point Accounts, which utilize the same, similar or different strategies, objectives and policies as a particular Fund, and may have financial incentives (including, without limitation, as it relates to the composition of investors in such funds and accounts or to the Silver Point Group's compensation arrangement) to favor certain Silver Point

Accounts over such Fund; (iv) the Silver Point Group will use strategies similar, in whole or in part, to those of the Flagship Funds, the Lending Funds or the Distressed Funds in certain other Silver Point Accounts; (v) the Silver Point Group may give advice and recommend financial instruments to, or buy or sell financial instruments for, a Fund, which advice or financial instruments may differ from advice given to, or financial instruments recommended or bought or sold for, other Silver Point Accounts; (vi) the Silver Point Group and other Silver Point Accounts may actively engage in transactions in the same financial instruments sought by a Fund and, therefore, may compete with such Fund for investment opportunities or hold positions potentially in conflict with positions maintained on behalf of such Fund; (vii) an Affiliated Service Providers may provide certain services to certain Funds on arms' length terms; and (viii) Silver Point may cause certain Funds to buy or sell some or all investments to or from a successor fund or any other Silver Point Accounts at fair value. Due to restrictions imposed on the Silver Point Group in connection with the management of other Silver Point Accounts, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Silver Point may arrange for certain services to be provided to certain Funds by Affiliated Service Providers. Such Funds will bear the fees, costs and expenses of such services at rates that Silver Point determines to be appropriate considering market rates. Silver Point's determinations with respect to whether to have any of the Funds enter into relationships with an affiliate involves both objective and subjective judgments. Silver Point has a conflict of interest when making such judgments because of its affiliation with these counterparties. Silver Point will seek to mitigate such conflicts by carefully evaluating whether to enter into affiliate engagements based on a variety of factors, including perceived quality of service, expertise and reputation as well as any benefits from institutional knowledge of Silver Point's business. Amounts paid to Affiliated Service Providers will not reduce any management fees or incentive compensation payable to Silver Point. Conflicts from Committee Memberships. Silver Point or its affiliates may elect to serve on creditors' committees, ad hoc committees or other groups to preserve or enhance the positions of the Flagship Funds, the Distressed Funds, the Lending Funds or other Silver Point Accounts. A member of any such committee or group may owe certain obligations generally to all similarly situated parties that the committee represents. When participating in creditors' committees, ad hoc committees or other groups, Silver Point or its affiliates may take positions on behalf of itself or its affiliates that are adverse to the interest of the Flagship Funds, the Distressed Funds, the Lending Funds or other Silver Point Accounts, as applicable. In addition, if the Flagship Funds, the Distressed Funds, the Lending Funds or other Silver Point Accounts are represented on a committee or group, such Funds or Silver Point Accounts may be restricted or prohibited under applicable law from disposing of their investments in such company while they continue to be represented on such committee or group. Silver Point serves as the investment manager to the Silver Point Specialty Lending Fund and the Silver Point Private Capital Fund, each a BDC, and thus may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the independent directors of such BDC and, in some cases, an exemptive order from the SEC. These prohibitions may affect the manner in which investment opportunities (including followon investments) are allocated between Silver Point Accounts. For example, the full investment opportunity could be allocated to the BDC or to one or more Silver Point Accounts other than the BDC, as applicable, where otherwise such opportunity would have been allocated in a pro rata or other manner in accordance with the allocation policies of the Silver Point Group. As

a general matter, therefore, these restrictions may prohibit a Silver Point Account other than the BDC from effecting transactions (including restructurings) or participating in negotiations that might otherwise benefit such Silver Point Account if it involves simultaneous or related investments in, or in different parts of the capital structure of, the same issuer as that held by the BDC. A Silver Point Account other than the BDC may seek to gain exposure to, or otherwise participate in, such transactions (including restructurings) by acquiring or disposing of financial instruments in which it might not otherwise desire to transact. Silver Point Accounts will make investments in the same issuers and conflicts of interest (or perceived conflicts of interest) may arise in connection with such investments or the sale of such investments, including as a result of the Funds investing in different levels of an issuer's capital structure or otherwise in different classes of an issuer's financial instruments or holder of a debt instrument with a different level of seniority. For example, if a Fund is investing in debt instruments, it may have an interest in negotiating financial or other terms (including repayment terms, covenants or events of default) that are more restrictive than another Silver Point Account, as an equity owner or a holder of a debt instrument with a different level of seniority, may desire. In addition, other Silver Point Accounts may make follow-on or other investments (including with respect to issuers in which a Fund has an investment) in which such Fund will not participate. These investments may create additional conflicts of interest among a Fund and such Silver Point Accounts. Furthermore, the Silver Point Group's ability to implement each Fund's strategies effectively may be limited to the extent that contractual obligations entered into in respect of the activities of the other Silver Point Accounts impose restrictions on such Fund engaging in transactions that the Silver Point Group may be interested in otherwise pursuing. The Funds and Silver Point Accounts may also have different riskreturn profiles associated with their investments in an issuer and the Silver Point Group may be incentivized to enter or exit investments in a manner that is more beneficial to such Funds or other Silver Point Accounts as a result. While these conflicts cannot be eliminated, the Silver Point Group endeavors to address, and has policies and procedures in place to review, manage and resolve, potential conflicts in a manner that is fair and equitable to each Fund and the other Silver Point Accounts. For example, in addressing certain of the potential conflicts of interest described herein, to avoid a potential conflict of interest, or to address the changing nature or character of an investment in an issuer, the Silver Point Group may, but shall not be obligated to, cause a Fund or the applicable other Silver Point Accounts to divest itself of (or not purchase) a security or financial instrument in a particular class, series or tranche of an issuer's capital structure it might otherwise have, in some circumstances, held (or purchased). The Silver Point Group also where appropriate may seek to mitigate such potential conflict(s) by, for example, (1) recusing itself from voting or from taking other actions with respect to an investment; (2) remaining passive in a restructuring, refinancing, foreclosure or other situation, or relying on a third-party in connection with such situations; (3) divesting from an investment or taking some other action that may result in lower profits or greater losses than if other actions had been taken. The application by the Silver Point Group of its policies and procedures is expected to vary based on the particular facts and circumstances surrounding each investment. The Silver Point Group's policies and procedures for addressing the conflicts between a Fund and the other Silver Point Accounts in these situations are intended to resolve the conflicts in a fair and equitable manner. Conflict resolution may result in a Fund receiving less consideration than it may have otherwise received in the absence of such a conflict of interest.

To the extent permitted by applicable law, orders of the Funds may be combined with orders for the other Silver Point Accounts, and if any order is not filled at the same price, orders may be allocated on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that the Silver Point Group considers fair and equitable. Situations may occur where a Fund could be disadvantaged because of the investment activities conducted by the Silver Point Group for other Silver Point Accounts. Silver Point sponsors and manages the Silver Point CLOs (together with any other special purpose vehicles formed to acquire debt obligations, "Affiliated CLOs" and each, an "Affiliated CLO"), and the Flagship Funds and CLO Equity Funds have invested in the primary issuance of subordinated notes ("equity") and secured notes ("liabilities") of such Affiliated CLO, as Silver Point believes is appropriate in accordance with the Flagship Funds' and CLO Equity Funds' investment objectives and Silver Point's allocation policies and procedures. The Flagship Funds and CLO Equity Funds may also, under certain circumstances, purchase, in the secondary market, equity and liabilities issued by an Affiliated CLO. Silver Point receives certain fees, incentive income and/or financial gains from Affiliated CLOs. However, in the case of the Flagship Funds' and CLO Equity Funds' investment in the equity of an Affiliated CLO, Silver Point or its affiliates will waive or rebate all management fees and incentive income attributable to such funds' investment in the equity of such Affiliated CLO (during any period of time that such Affiliated CLO equity investment is held by the Flagship Funds or CLO Equity Funds), so that neither the Flagship Funds nor the CLO Equity Funds will bear two layers of management fees or performance compensation with respect to such investments. There are conflicts with respect to the decision of whether or when to cause the Flagship Funds or CLO Equity Funds to sell equity it holds in any Affiliated CLO to a third party because Silver Point would then thereafter earn collateral management fees and incentive income with respect to the equity sold. There are also conflicts with respect to the decision of whether to cause the Flagship Funds or CLO Equity Funds to purchase equity in any Affiliated CLO since Silver Point would not earn collateral management fees or incentive income with respect to such equity. Additionally, certain Silver Point partners, officers and employees may in the future purchase all or a portion of the equity and/or subordinated debt of certain Affiliated CLOs. Where appropriate, Silver Point provides co-investment opportunities to investors and/or other third parties (including, without limitation, employees and partners of Silver Point). Silver Point is not obligated to offer any co-investment opportunities to investors and/or other third parties, and no investor or any other third party shall have any expectation or right to be offered any co-investment opportunities. Co-investment opportunities are made available through limited partnerships, limited liability companies or other entities formed to make such investments. Subject to Silver Point's allocation policy, Silver Point allocates the available investments among investors, Silver Point Accounts and/or any third party as Silver Point may, in its sole discretion, determine. Silver Point Accounts offer investment opportunities to coinvestors after they have allocated as much as is appropriate for their investment programs and circumstances, as determined by Silver Point. The participation by one or more co-investors in an investment has the potential to present conflicts as a result of differing interests as between a Fund and such co-investors. In addition, a Fund's interest in an investment has the potential to be negatively impacted by the actions of a participating co-investor, including as a result of such co-investor's failure to fund any portion

of its investment. Such co-investors may make co-investments on terms and conditions that are materially different from each other and the investment by such Fund, and these terms may be more or less favorable to such co-investors, including with respect to fees, expenses and other material terms. Some or all of the investors or other persons participating in a coinvestment opportunity may be charged management fees, incentive compensation or other fees in connection therewith. Silver Point's partners and employees have co-invested and expect to continue to co-invest with the Flagship Funds in certain investments. It is expected that Silver Point's partners and employees will continue to invest or co-invest in certain opportunities identified by Silver Point. Conflicts of interest may arise with respect to such investment opportunities, including with respect to the allocation of such opportunities between the Flagship Funds and Silver Point's partners and/or employees, and with respect to potential conflicts arising from the nature of certain investments as more fully described herein. Allocations of investment opportunities available to the Flagship Funds and Silver Point's partners and employees are made on a basis providing priority to the Flagship Funds. The Specialty Lending Fund co-invests with other Funds or accounts managed by or for the benefit of Silver Point or its affiliates, including any vehicle formed by Silver Point or its affiliates whose principal purpose is to co-invest alongside the Specialty Lending Fund. The SPPC Cayman Fund has been established to invest all of its available assets in the Private Credit Fund. The Specialty Lending Fund and the Private Credit Fund are each BDCs and are thus subject to certain restrictions under the 1940 Act. Each BDC is generally prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the independent directors of the respective BDC (the "Independent Directors") and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of a BDC's outstanding voting securities is an affiliate of the BDC for purposes of the 1940 Act, and the BDC is generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain "joint" transactions with certain of the BDC's affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the BDC's voting securities, the BDCwill be prohibited from buying or selling any security from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the BDC's ability to transact business with the BDC's officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities (including followon investments) are allocated between the private funds managed by Silver Point or its affiliates and the BDCs. For example, the full investment opportunity could be allocated to the BDC or to another Silver Point Account, as applicable, where otherwise such opportunity would have been allocated in a pro rata or other manner in accordance with the allocation policies of Silver Point. As a general matter, therefore, these restrictions may prohibit a Silver Point Account from effecting transactions (including restructurings) or participating in negotiations that might otherwise benefit such Silver Point Account if they involve simultaneous or related investments in, or in different parts of the capital structure of, the same issuer as that held by the Specialty Lending Fund or the Private Credit Fund, to the extent such investments constitute prohibited joint transactions under the 1940 Act. A Silver Point Account may seek to gain exposure to,

or otherwise participate in, such transactions (including restructurings) by acquiring or disposing of financial instruments in which they might not otherwise desire to transact. Most importantly, the Specialty Lending Fund and Private Credit Fund may only co-invest with other Silver Point Accounts or affiliates in Silver Point-originated loans and financings in accordance with the applicable regulatory guidance or the exemptive order obtained by the Specialty Lending Fund and its affiliates from the SEC permitting such co-investment activities. Silver Point's policies and procedures are intended to produce fairness over time, but may not, and are not expected to, produce mathematical precision in the allocation of individual purchases and sales of securities. Silver Point's policies and procedures are also intended to be consistent with its duty to seek best execution obtainable under the circumstances for all accounts under its management. To the extent permitted under their governing documents, certain Funds have entered into, and/or may in the future enter into one or more, financing arrangements with third-party lenders to bridge the limited partners' capital contributions, for other investment purposes or for purposes of paying expenses. The financings entered into by such Funds have been, and future financings may be, secured by a pledge of the asset related to the borrowing under the financing arrangement or to one or more other assets of such Funds, the limited partners' unfunded commitments or the respective Fund's general partner's right to call capital from the partners. In addition, any such financing may be personally guaranteed by certain partners of Silver Point (in such capacity, the "Guarantors"), which may give rise to potential conflicts of interest. The Guarantors will not receive any compensation for providing, or relating to, such a personal guarantee. Silver Point may allocate any investment opportunities, in whole or in part, to certain Funds or Silver Point Accounts, including third-party co-investors, strategic partners or other fund sponsors, including because Silver Point is incentivized to do so as a result of more favorable fee, expense and compensation structures. Generally, expenses incurred directly in connection with a particular investment of the Funds and other Silver Point Accounts will be allocated among such Funds and other Silver Point Accounts pro rata based upon capital invested in such investment; provided that expenses specifically attributable to the Funds or any other Silver Point Account may be allocated to such Funds or any such other Silver Point Account, as applicable. In addition, in order to facilitate an investment, the Funds may make (or commit to make) an investment with a view to selling a portion of such investment to co-investors or other persons prior to or within a brief period after making such investment. In such event, the Funds will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the Funds may bear the entire amount of any break-up fee or other fees, costs, and expenses related to such investment, hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment. The Funds will also bear the risk that any co-investors acquiring an interest in an investment after the closing of such investment may acquire such interest on terms that may not reflect the thencurrent value of such investment. The Funds may also borrow to fund the portion of an investment that it intends to sell to co-investors. If the prospective co-investors do not ultimately invest in such investment, the Funds will bear the interest and other expenses relating to any such borrowing or investment as well as any broken deal expenses. With respect to unconsummated investments that were intended to be allocated to the Funds, expenses will be allocated among all Silver Point Accounts that would have participated in such investment based on the intended allocation of such investment. With respect to such unconsummated

investments, allocation decisions will be made based on Silver Point's best judgment of which Fund or Funds would have ultimately been allocated the transaction or a portion thereof had the investment been consummated. This judgment is necessarily subjective, especially when a transaction is terminated particularly early on. Silver Point will allocate other expenses among the Funds and other Silver Point Accounts in a fair and equitable manner taking into account such factors as it deems appropriate. While Silver Point and its investment personnel will generally devote to the Funds as much time as Silver Point deems necessary and appropriate to manage the business of the Funds, Silver Point and its investment personnel will have no obligation to devote any particular amount of time and attention to any particular Fund. The investment personnel of Silver Point (and the other service providers of the Funds) will continue to provide services to other Silver Point Accounts. Future activities of the Silver Point Group, including the establishment of other investment funds, may give rise to additional conflicts of interest. Silver Point, in connection with its investment management services, may from time to time invest in businesses that, among other things, serve as sourcing, investing and/or servicing platforms for assets that may be of interest to the Funds. The ownership of such businesses may itself be valuable to Silver Point. Silver Point, on behalf of the Funds and other Silver Point Accounts, may acquire complete or partial ownership interests in asset managers, operating platforms and other similar entities (each, a "Platform"). These Platforms may originate, invest and/or service assets that are subsequently purchased by the Funds and/or other Silver Point Accounts, including commercial loans, mortgage loans, consumer receivables or any other assets. These Platforms may also provide various services that are purchased by the Funds and/or other Silver Point Accounts, including collection, sourcing, due diligence and underwriting services and the Funds and/or other Silver Point Accounts would bear the fees and expenses of any such arrangement, which may be calculated based on quantitative and/or qualitative factors, including based on assets and performance. This partial or complete ownership of a Platform creates the potential for certain conflicts of interest. For example, at least with respect to those Silver Point Accounts (including the Funds) with an ownership interest in a Platform, such Silver Point Accounts would have a financial interest in purchasing assets or services from such Platform. In addition, Silver Point would have an incentive to favor the purchase of assets or services from a Platform that is owned by it or one or more of the Silver Point Accounts it manages (thereby generating profits or fees for Silver Point and/or such Silver Point Accounts and potentially helping to grow and develop such Platform's business) even by Silver Point Accounts (including the Funds) that do not have an ownership interest in such entity. Finally, conflicts could arise if a Platform owned by Silver Point or certain Silver Point Accounts breaches its sale agreement, servicing agreement, or otherwise fails to perform its responsibilities adequately, resulting in harm or damages to other Silver Point Accounts. In such circumstances with third-party sellers or service providers, the affected Silver Point Accounts will not have conflicts in seeking the appropriate recourse, including litigation. Where the Platform is owned (in whole or in part) by Silver Point, the Funds or other Silver Point Accounts advised by the Silver Point Group, however, the affected Silver Point Accounts may have a potential conflict in determining what action to take against the Platform. Silver Point intends to resolve conflicts using its best judgment considering factors it deems relevant including the best interests of each of the affected Silver Point Accounts. Service providers and entities that are affiliates of Silver Point (any such affiliate, an "SPC Entity") will be engaged as a service provider to, or engage in activities in respect of,

the Funds, their portfolio investments and issuers, other Silver Point Accounts (and/or their portfolio investments and issuers), co-investors, Silver Point and its affiliates and other persons. Arrangements will generally be made for an SPC Entity to receive its fees directly from the portfolio company or issuer, a Participant or a Third-Party Participant for services rendered (however, if such person will not pay or reimburse such fees, the participating clients (such as the Funds) will pay or bear such fees, subject to the terms of the governing documents of such clients). Such services and activities may include syndication, arranging, structuring, solicitation, underwriting, agency, origination, sourcing, placement, debt advisory and similar services or activities, including in respect of co-investments with co-investors or other persons in transactions or investments participated in by the Funds as well as in cases where a Fund does not participate in such transactions or investments. Other Silver Point Accounts, coinvestors, Silver Point balance sheet entities, syndication participants and other third-party investors are collectively referred to herein as "Participants." The services that may be provided by a SPC Entity have become increasingly prevalent amongst alternative asset managers given changes in the regulatory environment for banks, and the rise in need for capital solutions or similar transactions to be directly sourced, syndicated and/or originated by such alternative asset managers, without the use of traditional, third-party financial intermediaries. While Silver Point believes these kinds of transactions are generally beneficial to its other Silver Point Accounts and the Funds, the functions that any SPC Entity may perform give rise to a number of conflicts of interest. References herein to a SPC Entity when referring to Silver Point (as opposed to other entities that are affiliated with Silver Point but are not otherwise engaged as investment advisers with respect to Silver Point Accounts) are limited to Silver Point or Silver Point's capacities as providers of services that give rise to Other Income (as defined below), and not, for the avoidance of doubt, their capacities as investment advisers with respect to Silver Point Accounts. The fees and income that will constitute "Other Income" include (a) any arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, collateral management, capital markets syndication and advisory fees or other fees associated with the effectuation of any securities or financing transactions (including discounts, retainers, spreads, commissions or concessions) in each case earned by or paid (whether in cash or in kind) to any SPC Entity, or another person with respect to services rendered by an SPC Entity, and (b) any fees, costs or expenses determined by Silver Point in good faith to be similar in nature to any of the foregoing, whether or not structured as a fee or as performance-based compensation, but in each case excluding any fees paid to any member of Silver Point for their own account in connection with making an underwriting investment by or on behalf of the Funds or any alternative investment vehicle (in each case to the extent such fee is retained by such member of Silver Point). In addition, such fees, costs and expenses that may be similar in nature to the fees above may include, without limitation, group purchasing, structuring, special purpose vehicle (including any special purpose vehicle of a portfolio company), underwriting and debt advisory fees, or subsidiary management or administration, operation, asset service, advisory, commitment, facility, float, insurance or other fees, discounts, retainers, spreads, commissions and concessions. While not limited to replacement services, many of the services that give rise to Other Income are anticipated to be services provided by any SPC Entity as third-party replacement services (i.e., services that otherwise would have been provided by third-party service providers or consultants).

A SPC Entity's syndication services may include, among other things, identifying potential third-party investors (including potential Participants and/or financing counterparties), assisting in structuring the transaction so that it will be more marketable to third-party investors and/or financing counterparties, preparing marketing materials, performing outreach, executing on a syndication and sell-down strategy, underwriting initial public offerings or similar investments, arranging financing and providing post-closing support; and such SPC Entities are expected to, from time to time, expand the services that it performs and the activities in which it engages. Any such services could relate to transactions that could give rise to investment opportunities that are suitable for the Funds or, alternatively, that preclude investment opportunities for the Funds. In such case, the relevant client would typically require Silver Point to act exclusively on its behalf, thereby precluding the Funds from participating in such investment opportunities. Silver Point would not be obligated to decline any such engagements in order to make an investment opportunity available to the Funds. It is also possible that Silver Point will come into the possession of information through these new businesses that limits the Funds' ability to engage in potential transactions. These services could be required (and SPC Entities would be compensated for providing them) even in situations where ultimately there is no allocation, syndication, sell-down to Participants or financing (for example, when it is unclear at the outset of negotiating a transaction whether such Participants have sufficient internal capacity (or demand) to provide the full amount of the financing sought by the counterparty). An SPC Entity may become a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, and, in such case, would be authorized to perform, among other things, the following services: (i) underwriting firm commitment and best efforts offerings on a referral basis; (ii) the resale of securities pursuant to Rule 144A under the U.S. Securities Act, on a referral basis; (iii) merger and acquisition transactions and corporate finance advisory services; (iv) marketing of private funds (affiliated and unaffiliated alternative investment vehicles, including solicitation activities to qualified purchasers as defined in the 1940 Act); (v) private placement of securities; (vi) non-exchange member arranging for transactions in listed securities by an exchange member, on a referral basis; (vii) trading securities for its own account; (viii) selling interests in mortgages, receivables or other assetbacked securities on a referral basis; and (ix) selling corporate debt securities on a referral basis. Certain SPC Entities may provide a variety of services with respect to financial instruments that are not subject to broker-dealer regulations, such as arranging, structuring and syndicating loans and providing debt advisory and other similar services. Subject to the governing documents of the Funds and the disclosure below, the offering, placement, syndication, underwriting, solicitation or similar fees, commissions or other transaction-based compensation (including where structured as a performance fee), origination, arrangement, structuring, consent, amendment or commitment fees, in each case, received by an SPC Entity (to the extent established), in connection with activities related to the Funds or its investments will be Other Income, will not reduce the management fees and will not otherwise be shared with or for the benefit of the Funds or the limited partners of the Funds, and no consent or approval of the advisory committee or the limited partners of the Funds will be required in connection therewith. It is possible that an SPC Entity or one or more Silver Point Accounts (including a Fund) may provide financing as part of a third-party purchaser's bid for or acquisition of a portfolio investment of the Funds. The involvement of an SPC Entity or one or more Silver Point Accounts as a provider of debt financing in connection with the potential acquisition of portfolio investments by third parties from the Funds will give rise to potential or actual conflicts of interest, including the possibility of Silver Point being motivated

to cause the Funds to agree to terms with a third party with respect to which SPC Entities or one or more Silver Point Accounts is providing such debt financing that are less favorable to the applicable portfolio company and/or the Funds than might have been obtained from another third party that did not have access to such financing, which may adversely impact the Funds. SPC Entities' private placement services are expected to include placement of Silver Point Accounts' (and their portfolio companies') securities and other financial interests, and its underwriting services are expected to include syndicating transactions for existing and potential portfolio investments of Silver Point Accounts. SPC Entities' underwriting services will be provided to existing and potential portfolio companies of Silver Point Accounts and existing and potential portfolio investments. Where an SPC Entity serves as underwriter with respect to a portfolio company's securities, the Funds (or other applicable client) will generally be subject to a "lock-up" period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice the Funds' ability to dispose of such securities at an opportune time. Silver Point, in its discretion, will determine the compensation to be paid to any SPC Entity and, while Silver Point will generally seek to ensure that such compensation will be consistent with market terms or that a third party would not have provided the same services at more favorable rates, there is no guarantee that this will be the case. Such compensation is generally determined through negotiations with related parties and not on an arm's-length basis. No two services that may be provided by SPC Entities or third parties are identical, and for services that could be customized, variation on terms associated with such services (including price) could be significant. As such, any "market terms" that Silver Point determines, in its discretion, to be a relevant comparison to services that could be provided by SPC Entities could take into account, among other factors deemed by Silver Point to be relevant, prior experience, quality accessibility of the relevant service and ability to customize the services. However, it could be the case that Silver Point determines that the services to be provided by SPC Entities are unique and there are no relevant or a limited set of market comparisons. These determinations (like many others) that are made by Silver Point are subjective, and Silver Point will face a conflict of interest in making them. In connection with such arrangements, Silver Point will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include Silver Point's experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by Silver Point to be appropriate under the circumstances. While Silver Point and its affiliates will generally seek to obtain benchmarking data regarding the rates charged or quoted by third parties for similar services, it is possible that appropriate comparisons are not available for a number of reasons, including, for example, a lack of a substantial market of providers or users of such services or the confidential and/or bespoke nature of such services. Expenses to obtain benchmarking data will be borne by the relevant portfolio company (and indirectly by the funds, investment vehicles and accounts and/or parties participating in the relevant transactions, including the Funds) or directly by the Funds and/or such other Silver Point Accounts, investment vehicles and accounts that invest and/or other parties. Moreover, Silver Point, SPC Entities and their personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of Silver Point Accounts that will not be subject to the management fee reduction described herein or otherwise shared with the Silver Point Accounts, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Silver Point client expenses typically result in "miles" or "points" or credit in loyalty/status programs, and such benefits

and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Silver Point, SPC Entities and/or such personnel (and not the Silver Point Accounts, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Silver Point Accounts, investors and/or portfolio companies. SPC Entities will receive and retain Other Income in connection with the Funds' investments. In cases where a portion of an investment or prospective investment (including an originated investment) is allocated, placed and/or syndicated to one or more Participants (regardless of whether or not a portion of such investment was also allocated to the Funds), SPC Entities will receive and retain Other Income when such investment is made by such Participants and such Other Income will not reduce the management fees payable by the Funds. As a result, in the case of investments where the Funds and Participants invest, there is an incentive to syndicate more of such investments or loans to Participants than would exist in the absence of the possibility to receive and retain Other Income. Similarly, in the case of investments in which the Funds would not invest, there is an incentive to source or arrange such investments with the intent of placing them with, or syndicating them to, Participants where SPC Entities or another person will be able to receive and retain Other Income. As such, a conflict of interest exists because Silver Point and its affiliates have a financial incentive to originate, arrange and/or syndicate investments other than the incentive associated with a management fee and performance-based compensation earned from the Funds or other Silver Point Accounts. In the case of investments in which the Funds will participate, Silver Point also has an incentive to find larger investment opportunities than would ordinarily be appropriate for the Funds alone in order to generate and retain Other Income. The potential to receive Other Income, together with the management or performance compensation available to Silver Point and/or its affiliates with respect to the Funds or other Silver Point Accounts to which portfolio investments are expected to be syndicated, creates an incentive for Silver Point and its affiliates to pursue or favor investments that would result in Other Income in lieu of factors that may increase the returns to the Funds during the life of the investment. Investments may be syndicated either simultaneously with the Funds making (or committing to make) the applicable investment, or at a time thereafter. In the case of syndications that are effected after the initial investment (or commitment to make the investment), it is possible that all or a portion of an investment may be temporarily held by Silver Point's balance sheet and/or a Third-Party Participant, and, when that portion is sold to Participants, SPC Entities and/or another Silver Point affiliate will receive and retain Other Income. However, it is anticipated that in most (or all) of the instances in which Participants do not invest in an investment at such initial stage, then, in order to facilitate such investment, the Funds will make (or commit to make) an investment with a view to selling a portion of such investment to such Participants prior to or after making such investment. In such event, the Funds will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the Funds may hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment. In some cases, Silver Point may (but is not obligated to) use its balance sheet to fund and/or Third-Party Participants may participate in all or any portion of an investment that is expected to be syndicated to Participants or other persons. The determination of whether its balance sheet and/or a Third-Party Participant will do so (in lieu of the Funds making an investment with respect to such investment opportunity or a portion thereof, as the case may be) will be made by Silver Point based on the interests of Silver Point with respect to its balance sheet and/or such Third-Party Participant, including, among other factors, the liquidity profile of

Silver Point's balance sheet and/or such Third-Party Participant at the time of the syndication, other syndications in process or expected to be in process and the need for bridging in those other syndications, the likelihood of successfully syndicating the investment and the potential for SPC Entities to earn syndication fees in connection with placing the investment with Participants (which fees will generally not be retained by such SPC Entities where investments are syndicated by the Funds) or, conversely, the risk of a failed syndication and retention of the investment. As such, Silver Point will have an incentive not to agree to fund the portion of investments allocated to Participants (and/or Silver Point will have an incentive not to agree to allocate a portion of a co-investment opportunity to a Third-Party Participant) where the postclosing syndication is expected to be challenging or subject to significant risk of failure. While Silver Point may choose on a case-by-case basis to cause its balance sheet to fund all or any portion of the amount of an investment allocated to Participants and/or allocate a co-investment opportunity to a Third-Party Participant, it is expected that the Funds will typically fund such amounts as investments. The Funds will therefore bear the risk that Participants do not purchase some or all of such investment and the risk of a more concentrated exposure to the relevant investment than was originally desired. Where both the Funds, Silver Point's balance sheet and/or a Third-Party Participant funds any portion of an investment that is expected to be syndicated to Participants, the post-closing syndication to Participants will be apportioned between the Funds, Silver Point's balance sheet and/or such Third-Party Participant on a pro rata basis (or on such other basis as Silver Point determines to be fair and equitable, including, without limitation, taking into account any legal, regulatory, tax or similar considerations applicable to the Funds, Silver Point's balance sheet and/or such Third-Party Participant). If there is insufficient co-investor demand and the full amount bridged by the Funds, Silver Point's balance sheet and/or a Third-Party Participant in the aggregate is not syndicated, the Funds will be left with a more concentrated exposure to the relevant investment than was originally desired and a more concentrated exposure than it would have had if the Funds' investment were transferred to Participants on a priority basis relative to Silver Point's balance sheet and/or such Third-Party Participant. In addition, where Silver Point's balance sheet, a Third-Party Participant and/or the Funds fund any portion of a follow-on investment that is expected to be syndicated to Participants and any portion of such follow-on investment is not taken up by the relevant Participants, Silver Point's balance sheet, such Third-Party Participant and/or the Funds may as a result participate in the follow-on investment on a non-pro rata basis relative to their share of the original investment. Financial, strategic or other third-party participants with which Silver Point (and/or its affiliates) have a business, personal, political, financial or other relationship, and in which Silver Point (and/or its affiliates) has an investment or with whom Silver Point (and/or its affiliates) otherwise has entered into a revenue share or other economic arrangement (including for example banking institutions and other asset managers) are collectively referred to herein as "Third-Party Participants." In addition to economic interests, the voting, control and governance rights (to the extent applicable) with respect to an investment in which the Funds, other Silver Point Accounts, Silver Point's balance sheet, a Third-Party Participant and/or other Participants invest can be structured in a number of ways depending upon various considerations relating to the specific investment and the entities participating, and such structures may disregard the size of the Funds' investment relative to any of the Participants. Where Participants have interests or requirements that do not align with those of the Funds, including in particular differing liquidity needs or desired investment horizons, conflicts will arise with respect to the manner in which the voting or governance rights (if any) with respect to an aggregating entity (or similar entity) are exercised, potentially resulting in an adverse impact on the Funds. Similarly, in cases where Silver Point's balance sheet, a Third-Party Participant or other Silver Point Accounts make

"selldown investments" and the applicable Participants ultimately do not consummate their proposed investments (and, consequently, Silver Point's balance sheet, such Third-Party Participant and/or such other Silver Point Accounts retain their "selldown investments"), Silver Point's balance sheet, such Third-Party Participant and/or such other Silver Point Accounts may end up holding interest in or with respect to a portfolio company or issuer in which the Funds is invested that is in a different part of the capital structure of such portfolio company or issuer compared to the Funds' investment therein, including that Silver Point's balance sheet, such Third-Party Participant and/or such other Silver Point Accounts' interest may be senior or junior to that of the Funds' interests. The potential to receive Other Income in connection with syndication activities creates an incentive for Silver Point to allocate all (or at least a larger portion) of an investment to one or more Participants (thereby reducing the Funds' share of the investment) than it would in the absence of being able to receive and retain Other Income. Additionally, because Silver Point and/or its affiliates (and the same personnel who provide services to both Silver Point and SPC Entities) are heavily involved in negotiating these originated and similar transactions, they (and SPC Entities) have an incentive to structure the transactions to generate the types of fees that would not be offset against management fees with respect to the Funds or other Silver Point Accounts (and, consequently, also generate fewer original issue discounts for the Funds and/or other Silver Point Accounts). Certain Silver Point professionals and other persons (including persons associated with SPC Entities) that are involved in providing origination, sourcing, portfolio management, syndication or other services to the Funds and other persons on behalf of Silver Point (including Silver Point investment professionals dedicated to, among other things, the Funds) will also be involved in the business and operations of SPC Entities or devote time to SPC Entity activities (regardless of the entity through which such SPC Entity activities are conducted, which entities may include Silver Point), and their activities are expected to give rise to Other Income that are not subject to any management fee offset, even though such persons are involved in investmentrelated activities on behalf of the Funds and/or other Silver Point Accounts. Such persons will face conflicts of interest in dedicating time and resources to the Funds, which could have a detrimental effect on such Fund's performance. In addition, SPC Entities can provide services to third parties (including corporate borrowers, as described below), including third parties that are competitors of Silver Point or one or more of its affiliates, other Silver Point Accounts (including the Funds) or their existing or potential portfolio companies, issuers or portfolio investments. In such cases, SPC Entities will generally not take into consideration the interests of the Funds or their portfolio companies or issuers, but rather will take into account their own interests. Further, conflicts of interest will arise in connection with SPC Entities' provision of services to or in respect of another Silver Point Account or an existing or potential portfolio company or issuer of the Funds or another Silver Point Account on account of, among other things, (i) Silver Point, together with SPC Entities, viewing the relevant other Silver Point Account or potential or existing portfolio company or issuer as a source of revenue (which would in most instances not result in a reduction of management fees payable by the Funds or the applicable other Silver Point Account), (ii) an existing or potential portfolio company or issuer engaging SPC Entities in an effort to obtain equity, debt or other forms of financing or investment by other Silver Point Accounts (including the Funds), including in connection with services provided or to be provided by SPC Entities in respect of a class, tranche or series within such company's capital structure (or such company's capital structure as a whole) in which such

other Silver Point Account(s) are not invested or are not expected to invest (and in such circumstance such other Silver Point Accounts are invested or are expected to invest in a different class, tranche or series within such company's capital structure), (iii) the sourcing and approval of potential Fund investments that result in incremental revenue to SPC Entities (including in circumstances where such revenue would not have existed but for a potential or existing portfolio company, issuer or portfolio investment's engagement of SPC Entities), including as a means to facilitate the engagement of SPC Entities by any such company or investment in connection with a contemporaneous investment in such company or investment by another Silver Point Account (including a Fund), (iv) Silver Point and its affiliates' internal compensation arrangements with respect to such revenue and (v) the allocation of a given investment opportunity, including the under- or over-commitment of Silver Point Accounts, and/or the inclusion or exclusion of certain Silver Point Accounts (in whole or in part) from such investment opportunity, as a means to ensure the payment of such revenue. SPC Entities also can come into possession of information that it is prohibited from acting on or disclosing (including on behalf of a Fund) as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interest of such Fund or a portfolio company or issuer. To the extent SPC Entities are engaged by a portfolio company or issuer and one or more Silver Point Accounts (including the Funds) expects to or does participate in the investment opportunity, Silver Point and its affiliates will face actual or potential conflicts of interest, in particular if an SPC Entity is engaged by a third party (such as a portfolio company or issuer). Such conflicts include: (i) whether the SPC Entity engagement, including amount of fees to be paid, is on terms that are not materially less favorable than terms that could be obtained from a third party with commensurate skill, expertise or experience (to the extent applicable), (ii) the portfolio company or issuer viewing the total amount of fees, discounts and interest paid for or in connection with the financing (or similar instrument) as one overall category of remuneration, whether payable to such SPC Entity, as a service provider, Silver Point, Silver Point Accounts or the Funds, and therefore does not seek to negotiate the quantum or type of fees, discounts or interest to be paid to such SPC Entity, which could result in reduced fees or other compensation and/or less attractive investment terms for the Funds (for example, a transaction may be structured in a manner that results in more structuring, arranger and syndication fees being payable to such SPC Entity and less original issue discount accruing to the Funds), (iii) an incentive to pursue investment opportunities with greater fee opportunities for such SPC Entity, whether as a percentage of the investment size or absolute dollar amount, which could adversely impact the sourcing, diligence and approval process by Silver Point for the Funds, or (iv) the under- or over-commitment of other Silver Point Accounts (including the Funds), and/or the inclusion or exclusion (in whole or in part) of certain Silver Point Accounts (including the Funds) from such investment opportunity, as a means to ensure the payment of such revenue. While not expected to materially adversely impact the Funds in a direct manner, the involvement of SPC Entities in an investment opportunity could give rise to various actual or apparent conflicts for Silver Point Accounts, including (i) causing a lending-related investment opportunity to be treated as an affiliate loan origination (from a tax perspective) and thereby restricting the ability of certain types of Silver Point Accounts to participate, (ii) seeking to avoid allocation of these investment opportunities to Silver Point Accounts where investor consents and/or management fee offsets are required and (iii) potential screening bias against potential investment opportunities that do not include an SPC Entity fee component. In addition, the Funds may not be able to participate in an investment opportunity if participation

in such investment opportunity, taken together with the involvement of an SPC Entity in such investment opportunity, creates a risk that a Fund is treated as being engaged in a trade or business in the United States for U.S. federal income tax purposes. To the extent investment opportunities for the Funds arise outside of the U.S., including opportunities located within the continents of Europe, Silver Point will be permitted to structure such opportunities in a manner that takes into account the engagement of an SPC Entity to provide services and earn fees in a manner consistent with the SPC Entity arrangements described above, subject to such adjustments as determined by Silver Point, in its discretion. In addition, Silver Point and/or the Funds could need to "speak for" the full amount of a financing in situations where Silver Point and/or the Funds could not have sufficient capacity (or demand) for the investment opportunity. In these situations, including when it is unclear at the outset of negotiating a transaction whether there is sufficient internal demand, Silver Point and/or the Funds could have to incur the expense of engaging either a third party, Silver Point or any other affiliated service provider, in each case, that is engaged in sourcing investment opportunities, in order to provide services such as identifying potential third-party investors (including potential co-investors), structuring the transaction so that it will be more marketable to third-party investors, preparing marketing materials, performing outreach, and executing on a syndication and sell-down strategy. As a result, the Funds may bear all or a portion of fees payable in connection with any such investment sourcing and/or capital market services.

information concerning the identity of securities held by, and financial circumstances of, the Funds and their investors must be kept confidential.

Clients and prospective clients may request to review the Code by contacting Silver Point at the address or telephone number listed on the first page of this document. Cross Trades/Principal Transactions Subject to applicable restrictions in Silver Point's written policies and procedures, Silver Point may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a "Cross Trade") for a variety of reasons, including, without limitation, tax, liquidity, leverage, rebalancing or other legal reasons. If Silver Point decides to engage in a Cross Trade, Silver Point will determine that the trade is in the best interests of each client involved, will take steps to ensure that the transaction is consistent with its fiduciary duties and will seek to obtain best execution for each of those clients. When effecting cross transactions between clients, Silver Point, its affiliates and its personnel may have cross ownership interests and will potentially have conflicting loyalties and responsibilities. To the extent that such transactions may be viewed as principal transactions due to the ownership interest in the client by Silver Point, its affiliates or its personnel, Silver Point will comply with the requirements of Section 206(3) of the Advisers Act. In no event will a Fund engage in a principal transaction except where (i) a Fund selects one or more unaffiliated persons to consider and approve or disapprove principal transactions, and such committee approves such transaction, or (ii) to the extent a Fund has independent third party directors, such directors consider and approve of such transaction. Investing in Securities that Silver Point or a Related Person Recommends to Clients

The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Silver Point on a periodic basis, and it requires that employees pre-clear certain types of personal securities transactions. Subject to internal compliance policies and approval procedures, and to the extent consistent with Silver Point's fiduciary duties to the Funds, Silver Point, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of the Funds. Silver Point, its affiliates and its employees may give advice or take action for their own accounts that may differ from, or conflict with advice given or action taken for the Funds. These activities may affect the prices and availability of other securities or instruments held by or potentially considered for one or more Funds. Potential conflicts also may arise due to the fact that Silver Point and its personnel may have different levels of investments in the various Funds. Silver Point endeavors to monitor and resolve conflicts with respect to investment opportunities in a manner that it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described in Items 10 and 11 herein, and regular monitoring of employee transactions for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades. Conflicts of Interest Created by Contemporaneous Trading Silver Point manages investments on behalf of a number of clients. Certain clients have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. It is the policy of Silver Point to allocate investment opportunities among all clients fairly, in accordance with each client's applicable investment strategies, over a period of time. Silver Point will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any other client solely because Silver Point purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. It is expected that investment opportunities that are consistent with the investment strategies of two or more clients will be allocated among such clients in such proportion as Silver Point may deem to be fair and equitable. Among other considerations, in keeping with principles of fiduciary responsibility, the Silver Point Group may consider the following factors: (i) a client's objectives (whether such objectives are considered solely in light of the specific investment under consideration or in the context of such client's overall holdings) and investment limitations; (ii) the relative amounts of a client's capital available for new investment in total and in an investment strategy, asset class or based on other investment-related characteristics; (iii) the terms, structure and availability of financing in respect of an investment; (iv) the diversification of a client's overall holdings; (v) the size, liquidity and anticipated duration of the proposed investment; (vi) the potential for imbalances in a client's portfolio; and (vii) tax or legal issues. Investment allocation deviations or exceptions may be approved by Silver Point based on certain considerations, which may include: (i) liquidity, (ii) tax issues, (iii) legal issues, (iv) the availability of leverage with respect to an investment, (v) imbalances in relative holdings, or (vi) other circumstances in keeping with principles of fiduciary responsibility. Such considerations, among others, may result in allocations among a Fund and one or more other Silver Point Accounts on a basis other than available capital, or the size of a fund (based on net asset value or commitments).

In determining how to allocate investment opportunities, Silver Point may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among a Fund and other Silver Point Accounts with differing fee, expense and compensation structures, the Silver Point Group may have an incentive to allocate investment opportunities to Silver Point Accounts from which Silver Point may derive, directly or indirectly, a higher fee or compensation. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a particular Fund. Other Silver Point Accounts are expected to invest in the same or different investments from those invested in by a particular Fund, and such other Silver Point Accounts may make investments at the same or different times and at the same or different prices than such Fund. Although other Silver Point Accounts are expected to hold certain investments in common with a particular Fund, the trading strategy for such investments may differ materially, including that such Fund may engage in more short-term oriented purchase and sale opportunities. Other Silver Point Accounts may or may not participate in such short-term opportunities. As a result and due to numerous other differences in strategy, leverage, hedging and design, the performance across Silver Point Accounts will differ and may differ materially.

With respect to the Funds, portfolio transactions will be allocated to broker-dealers on the basis of best execution and in consideration of the provision of certain investment-related services (including research services) and/or payment of the costs of investment-related research, which Silver Point believes to be of benefit to the Funds. Silver Point will use various brokers and dealers to execute, settle and clear securities transactions for the Funds. Subject to best execution, in selecting broker-dealers (including a prime broker) Silver Point may consider, among other things, the overall cost of the transaction; the size and type of the transaction; the nature of the market for the financial instrument; execution capability, speed and efficiency; market intelligence regarding the transaction; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealer's financial stability; the broker-dealer's reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for Silver Point; confidentiality considerations; the quality and usefulness of research services and investment ideas presented by the broker-dealer; the broker-dealer's willingness to correct errors; the broker-dealer's ability to accommodate any special execution or order handling requirements in connection with any particular transaction; and other factors deemed appropriate by Silver Point. Accordingly, if Silver Point concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the overall quality of services rendered by such broker or dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker or dealer), the Funds may pay commissions to or be subject to spreads applied by such broker-dealer in an amount greater than the amount another brokerdealer might charge or apply. Silver Point need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Silver Point reviews, on at least a quarterly basis, the quality of brokerage executions. Research and Other Soft Dollar Benefits Although Silver Point does not have any formal "soft dollar" arrangements, from time to time, Silver Point may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting the Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The use of "soft dollars", if any, generated by any of the Funds to pay for research and researchrelated products or services, if any, will fall within the safe harbor created by Section 28(e) of the Exchange Act, and will be subject to prevailing interpretations of Section 28(e) by the SEC. Silver Point believes it is important to its investment decision-making processes to have access to independent research.

Also, consistent with Section 28(e), research obtained with soft dollars generated by any of the Funds may be used by Silver Point to service clients other than such Fund, including clients that may not have paid for the soft dollar benefits. Silver Point does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service provides both research and non-research assistance to any of the Funds, Silver Point will make a reasonable allocation of the cost that may be paid for with soft dollars. If Silver Point uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Silver Point receives a benefit because it does not have to produce or pay for such products or services. Silver Point may have an incentive to select or recommend a broker-dealer based on Silver Point's interest in receiving research or other products or services, rather than on its clients' interest in receiving most favorable execution. Silver Point reviews, on at least a quarterly basis, its order execution practices, the quality of brokerage services (including research) and the costs associated with such services. In no case will Silver Point make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Brokerage for Client Referrals Neither Silver Point nor any related person receives referrals from any broker-dealer or third party to manage any investment fund or managed account. From time to time, representatives of Silver Point may speak at conferences and programs sponsored by a broker for investors interested in investing in hedge funds. Through such "capital introduction" events, prospective investors in the Funds may meet with Silver Point. Neither Silver Point nor the Funds compensate the brokers for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. The Funds may accept subscriptions from investors who also provide services to the Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect Silver Point's ability to seek best execution. While Silver Point's relationship with brokers may influence it in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, Silver Point will not commit to allocate a particular amount of brokerage to a broker in any situation. Furthermore, Silver Point conducts best execution reviews on at least a quarterly basis. Directed Brokerage Silver Point does not recommend, request or require that a client direct Silver Point to execute transactions through a specified broker-dealer. Order Aggregation To the extent permitted by applicable law, orders of clients may be combined with orders for other clients, and if any order is not filled at the same price, orders may be allocated on an average price basis. Each client that participates in an aggregated order should participate at the average price for all of the clients' transactions in that security at that time, with transaction costs shared pro rata based on each client's participation in the transaction. Silver Point will generally execute client transactions on an aggregated basis when it believes that to do so will

allow it to obtain best execution or reduce transaction costs. When aggregating orders, the clients will be treated in a fair and equitable manner. Situations may occur where a client could be disadvantaged because of the investment activities conducted by Silver Point or its affiliates for other clients. To the extent permitted by applicable law and while not disadvantaging any clients, orders of clients may be combined with orders for investment funds, accounts or subaccounts of members of the Silver Point Group.

Once a Fund starts making investments, investors in such Fund receive unaudited information at least quarterly regarding the performance of their Fund as well as other relevant information from time to time (which for the Flagship Funds currently includes, among other things, monthly investor letters and exposure reports). In addition, Silver Point issues tax reports and audited financial statements to investors on an annual basis. Investors may receive additional information (for example, in connection with due diligence requests), which is in addition to information provided in a Fund's regular reports to investors.

Silver Point does not have custody of the funds or securities of the Silver Point CLOs. Silver Point is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However, Silver Point is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it requires that each Fund for which it has custody be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and Silver Point requires that each such Fund distribute its audited financial statements to all investors within at least 120 days of the end of its fiscal year.

In limited circumstances, Silver Point is expected to refrain from voting Proxies where Silver Point believes that not voting would be in the best interests of the applicable Fund, taking into consideration various factors, including, but not limited to, the costs associated with exercising the Proxy, legal restrictions on trading relating to the exercise of the Proxy and whether Silver Point has sold the underlying securities since the record date of the Proxy. Generally, the Funds may not direct Silver Point's vote in a particular solicitation. Actual or perceived conflicts of interest may arise between the interests of the investing Funds on the one hand and Silver Point or its affiliates on the other hand. If Silver Point determines that an actual or perceived conflict may arise when voting Proxies pursuant to its proxy voting policies and procedures, Silver Point will evaluate the potential conflict and will determine how to proceed in accordance with its Proxy voting policies. The Funds may obtain a copy of Silver Point's Proxy voting policies and its Proxy voting record upon request. Class Actions Lawsuits As a fiduciary, Silver Point always seeks to act in its clients' best interests with good faith, loyalty, and due care. When Silver Point becomes aware that securities held in a client account have become the subject of a class action lawsuit, Silver Point will evaluate whether it is in the best interests of the client to participate in the class action. Silver Point generally credits any investment-related litigation recovery received for a Fund to current investors in that particular Fund.